EXHIBIT A: STATEMENT OF WORK FOR PROFESSIONAL SERVICES • (#)

This Services Statement of Work (SOW) is between GitHub, Inc. (“GitHub”) and (“Customer”).

The terms and conditions governing the delivery of services are available at https://services.github.com/terms-and-conditions/.

If there is a conflict of terms, those in this SOW will prevail. Capitalized terms not otherwise defined in this Statement of Work shall have the meaning given to them in the Agreement.

This SOW shall become effective (the “Effective Date”) upon the date this SOW is signed by both Parties.

Scope of Work

GitHub will provide Professional Services as fully set forth in Appendix A. Professional Services will not have direct access to Customer’s systems unless Statement of Work expressly identifies Services as Hands-On Delivery. All Services will be performed within six (6) months of date of Effective Date or end date, where applicable. Any Services listed herein not scheduled and delivered within six (6) months of Effective Date are considered expired.

Fees and Payment Schedule

Fees, listed by product, are included below. Additional fees may apply for participant numbers exceeding the units specified in the Fees and Payment Schedule. The fees due for the Services described in this SOW are exclusive of Expenses unless otherwise mutually agreed by both parties.

Services Price per Unit Units Total
PRODUCT NAME $X X participant(s) OR day(s) $X
    Sub Total $X
    X% Discount $X
    Travel & Expense Cap $X
    Total $X

Availability, Changes, and Cancellation

Email as form of written communication acceptance by either party (for scheduling). Schedule planning and modifications by either party must be made upon mutual written agreement, which may be completed via email acceptance by an authorized GitHub representative. Modified delivery schedule dates shall be no greater than thirty (30) days from originally stated date.

Customer liability for all fees if schedule is modified. Customer’s modification to schedule shall be given to GitHub fourteen (14) or more days before date of delivery, otherwise Customer remains liable for 100% of Fees and Payment Schedule and Travel and Lodging actually incurred by GitHub due to the modification.

Statement of work completion or expiration. Should Customer choose not to engage in schedule within 30 days following signature of this SOW, GitHub will seek Customer’s written acknowledgement, this can be by email, as confirmation of this SOW’s completion/termination/closure. If Customer is unresponsive to two or more attempts to schedule or acknowledge scheduling plans, any undelivered services shall be voided and this SOW considered completed.

Travel and Lodging

Invoicing, Payment, and Expenses

GitHub will invoice Customer for the completed delivery and actuals of any Travel and Lodging expenses upon delivery and receipt of a purchase order from the Customer, where applicable. GitHub will invoice Customer for Services Account Engineers and Services Credits at time of signing and upon receipt of a Customer purchase order, where applicable. Payment and any expenses accrued through the duration of the project shall be fully reimbursed to GitHub with NET 30 terms.

Invoiced amount will be up to amount in Payment Schedule based on scope and duration of engagement delivery. Any fees exceeding this SOW will be agreed by signed amendment to this SOW.

Purchase Order

Billing Information

In Witness Whereof, the parties cause this Statement of Work to be signed by their duly authorized representatives as of the last date below.

GitHub, Inc.     **  
         
Authorized Signatory: __________   Authorized Signatory: __________
Name: __________   Name: __________
Title: __________   Title: __________
Date: __________   Date: __________

APPENDIX A: SERVICES

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