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.
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.
“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.
The RP Engagement will include up to three (3) of the roles identified and described below.
Services
During the Retainer Period, the RP will complete the following activities:
Exclusions: The following activities are outside the scope of the RP Engagement:
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.
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:
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.
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.
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.
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.