Residency Pod

As of

This Statement of Work (this “SOW”) is entered into and governed by the Master Subscription Agreement, Subscription Terms, or other similar written agreement (the “Agreement”) by and between Customer (“Customer”), and Harness Inc. (“Harness”) (Customer and Harness each a “Party”, and collectively, the “Parties”). This SOW and the Agreement constitute the complete agreement regarding services provided under this SOW. Except where the contrary is expressly provided, the terms and conditions of the Agreement shall prevail over any conflicting terms or conditions in this SOW.

Changes to this SOW will be processed in accordance with the procedure described below. The investigation and the implementation of changes may result in modifications to the schedule, resources, charges and/or other terms of this SOW.

Any defined terms not specifically defined herein shall have the meaning given to them in the Agreement.

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1. PROJECT OVERVIEW

This SOW covers services intended to provide engineering expertise to provide strategic architecture expertise from a Residency Pod (“RP”) with respect to utilizing the Harness Platform and the software modules licensed by Customer (the “Solution(s)”), including consulting with the Customer in connection with Customer’s deployment, management and integration of Solutions in Non-Production Environments, (the “RP Engagement”). The RP is a set of individuals designated to the Customer account that provides strategic and tactical guidance on Customer processes and initiatives with respect to cloud transformation utilizing Harness Solutions. Harness may utilize an employee or subcontractor (a “Partner”) to provide the Services under this SOW. Harness shall remain liable or all acts and omissions of its personnel in their provision of the Services set forth in this SOW.

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2. DEFINITIONS AND DELIVERY ROLES

“Non-Production Environment” is limited to development and test environments.

“RSA” is the solutions architect (“SA”) designated to the Customer account that provides strategic and tactical guidance on Customer processes and initiatives with respect to utilizing the Solutions.

“RSE” is the solutions engineer designated to the Customer and identifies Customer challenges, captures critical business requirements, and provides pair programming, sample code and guided hands on keyboard prescriptive solutions based on established best practices if an SA is not present in the account.

“RPE” is the Partner Engineer assigned to the Customer that will support the tactical and strategic deliverables defined by the SA and/or SE and will establish longer term direct retainers with the Customer.

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The RP Engagement will include up to three (3) of the roles identified and described below.

Role	Responsibilities and Skills
RSA	Facilitate a Technical Planning Session(s) within the first 10 days of the Retainer Term to determine specific adoption work streams for the RP to accomplish in the period. Collaborate with the Customer and the RSE assigned to the account on the adoption roadmap and technical execution plans regarding adoption and continued implementation of Solutions beyond the reference architecture and baseline implementation, including endorsed integrations with Solutions. Guide the Customer in execution of an adoption plan created by the RSA. Provide prescriptive guidance and hands on keyboard guidance to the Customer on deployment, management, and consumption of Solutions. Provide strategic guidance to Customer executives and management on adoption strategies, workflows, utilization, and limited integrations of Solutions for critical business processes. Provide assistance to help align Customer's organization, at each level, regarding their roles and responsibilities towards their Harness Solutions adoption strategy. Work with Customer users to understand the importance of the Solutions as part of technical transformation and how to best leverage those Solutions in their day-to-day workflows.
RSE	Execute any guided hands on keyboard, sample code and adoption work product to help customer achieve adoption outcomes during the retainer term Assist the RSA with documentation and demonstrations associated with adoption strategies. Help Customer with any test plans and quality assurance with any guided solutions to customer non-production environments Assist RSA with working session sprints during the RP Engagement.
RPE	Execute any guided hands on keyboard, sample code and adoption work product to help customer achieve adoption outcomes during the retainer term Assist the RSA with consulting work streams associated with the adoption plan Assist the RSA with delegated work product in the form of hands on keyboard guidance, enablement of customer groups on the Solutions as part of adoption goals and objectives

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3. SERVICES; AVAILABILITY

Services

During the Retainer Period, the RP will complete the following activities:

Architecture Design and Reviews: Collaboratively design the architecture for new Harness solution and adoption use cases and review and provide feedback on existing architecture designs under use. Ensure that architectural decisions align with organizational goals and standards.
— Adoption Management: of up to 3 additional adopter teams’ adoption of the Pilot Use Case onto Harness solutions (applicable to a 60 day Retainer Period) or 6 additional adopter teams’ adoption of the Pilot Use Case (applicable to a 90 day Retainer Period).
— Additional Use Cases: of up to 3 new use cases that fall within the scope found in the applicable Module Appendix
— Guided White Boarding Sessions on adoption plan tactics
— Guided Hands on Keyboard for configuration for adoption plans and enablement plans to Harness
— Guided Hands on Keyboard for pilot adoption use cases or adoption focused use cases
— Assisted facilitated workshops for groups to use the Harness solutions

Technical Mentoring: Offer technical mentorship over the course of the retainer. Help users understand and implement Harness-module architectural patterns, best practices, and solution standards.
Implementation Documentation Updates: Maintain Harness-module architectural documentation that is accessible to customer teams. Ensure that architecture diagrams, design decisions, and usage guidelines are well-documented.
Adoption Issue Resolution: Assist in troubleshooting complex technical issues (not break/fix) and provide guidance on resolving architectural challenges during the retainer period.
Developer Experience Change Management - people and process transformation tactics and strategy (Partner and Harness Subject Matter Expert delivered working sessions)
— Phased approaches and planning
— Design and Discovery for net new use cases and additional Adopter-teams

Pod Success Management - Weekly/Bi-Weekly cadences with Harness Customer Success and Customer teams on Pod activities and progress.

Exclusions: The following activities are outside the scope of the RP Engagement:

Hands-on interaction with production customer systems
Non-Harness Solutions
Harness University Enablement
Services outside of the Business Day determined in the RP planning sessions
Creation, delivery or support of custom-built modules or extensions for any Solutions
Extensions or integrations not delivered with Solutions
Project management of Customer resources, teams, and/or other 3rd party resources outside the RP

Availability

A “Business Day” means any weekday, Monday through Friday, generally falling between 9:00 A.M. and 5:00 P.M. in the time zone of the RP team, excluding holidays, weekends, and reasonable PTO. A “Business Week” means 5 Business Days, Monday through Friday, except company holidays in the country where the RP resource resides.

The RP will work only within a normal Business Day and be available for up to sixteen (16) hours per Business Week for the duration of the RP Engagement. Harness shall have the right, in its sole discretion and for any reason, to assign a new RSA or RSE or RPE with prior written notice, provided it does not have a materially negative impact on the velocity or quality of the work being performed.

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4. RESPONSIBILITIES AND INTELLECTUAL PROPERTY RIGHTS

Customer acknowledges and agrees that Harness’s ability to deliver on this RP Engagement is dependent upon Customer’s full and timely cooperation with Harness, as well as the accuracy and completeness of any information and data Customer provides to Harness. Customer is responsible for delays and any additional costs caused by Customer’s failure to comply with their responsibilities. Harness will not be responsible for any resulting fees or expenses.

Customer will promptly:

Provide all requested and required contact information for Customer key business leaders and stakeholders.
Coordinate necessary communications with, and provide contacts for, all third parties. Coordinate and drive any required change/design approvals.
Deliver timely responses to requests for information, technical questions and technical decisions.
Diligently manage and supervise Customer’s other contractors and service providers
Coordinate deployment on third-party-maintained hardware/software (if applicable) with Harness.
Assign a designated Technical Subject Matter Expert (“SME”) from Customer’s staff who, on its behalf,
will grant all approvals, provide information, make decisions, attend meetings, facilitate access to applicable customer data, systems, networks or environments and otherwise be available to assist Harness in facilitating the delivery of the RP Engagement.
For onsite delivery, provide all requisite logistical accommodations to the RP, which include but are not limited to:
access to adequate physical work location,
Customer’s network, internet access, and other applicable systems and facilities.
For remote delivery, grant Harness appropriate system access to non-production environments only for the purposes of guided advisory work.
Ensure the availability of all hardware, firmware, and software required to deliver the RP Engagement using the Solutions.
Provide a written acknowledgement (signoff) upon the completion of the RP Engagement.
Provide a customer feedback survey upon completion of the RP engagement.
Be responsible for decisions regarding Customer production environments, including the decision to implement results of the RP Engagement that are implemented in Non-Production Environment(s). For clarity, Harness disclaims all liability related to any implementation of results of this RP Engagement to Customer production environments, changes to Customer production environments, and/or decisions made by Customer regarding Customer production environments.

Harness is responsible for providing the Services outlined in Section 3 above.

As between Customer and Harness, Harness retains all right, title and interest in the services provided and any results of thereof (collectively, “Deliverables”). Subject to Customer’s payment in full of all fees due under this SOW, Harness grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right and license to use the Deliverables during the applicable Subscription Term in connection with Customer’s use of the applicable Harness Solutions in accordance with the Agreement. For the avoidance of doubt, Deliverables do not include any Customer Confidential Information.

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5. FEES AND EXPENSES

Customer shall pay to Harness the fees set forth in the applicable Order Form for the services. All fees are due up front, in full, and must be paid within 30 days of the invoice date. The payment of all fees is subject to the terms and conditions set forth in the Agreement.

Expenses are not included in the fee set forth above. All expenses incurred shall be in accordance with the Customer’s T&E corporate policy if provided to Harness in writing in advanced, otherwise such expenses shall be incurred in accordance with Harness’s T&E policy. If travel expenses are incurred with respect to this Professional Services program, Harness will invoice for travel expenses as incurred and monthly in arrears and Customer shall pay such invoices in accordance with the terms and conditions set forth in the Agreement. For the avoidance of doubt, all travel expenses must be pre-approved by the customer prior to any trips as part of the RP Engagement. The duration of visits requested by the Customer cannot exceed two (2) business days.

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6. TERM AND TERMINATION

The RP Engagement shall be provided for the duration set forth on the applicable Order Form, calculated from the date Customer initiates that RP Engagement (the “Retainer Period”).

Customer may initiate the RP Engagement after the Start Date listed on the applicable Order Form, provided that Customer provides Harness with at least 10 business days’ notice of its intended start date. The RP Engagement must be initiated prior to the End Date specified in the Order Form, or else they will automatically expire.

This SOW shall terminate upon the earlier of (i) the last day of the Retainer Period, or (ii) the End Date set forth in the applicable Order Form, unless terminated earlier by either Party in accordance with the terms of the Agreement.

Upon the expiration or termination of the Agreement or this SOW pursuant to the Agreement, all amounts (including expenses) owed to Harness for Services under this SOW (whether completed or not), will be immediately due and payable in full. Upon termination of the Agreement or a SOW by Customer for any reason pursuant to the Agreement, Customer shall be responsible for payment of all fees for Services rendered and expenses incurred prior to the date of termination. In addition, upon any termination or expiration of the Agreement or this SOW, Harness’s obligation to provide Services shall immediately terminate.

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7. CHANGE ORDERS

Unless otherwise mutually agreed by the Parties, any change or modification of this SOW will be coordinated by the Parties in accordance with this Section 7. Either Party may initiate such requests for a change or modification (each, a "Change Request"). The Party requesting a Change Request will submit a written Change Request to the other Party in a clear and concise manner using a form substantially similar to the sample document attached hereto as Annex 1 (a “Change Order”). Upon the execution of a mutually agreed upon Change Order by both Parties, the obligations of the Parties with respect to such Change Request will be incorporated under the SOW. If a Change Order reinstates an expired SOW, a reinstatement fee of up to 10% may apply.