EXHIBIT A: STATEMENT OF WORK FOR EARLY ACCESS • (#)

This Early Access Statement of Work for the GitHub Professional Services Early Access Materials (the “Statement of Work” or “SOW”) is between GitHub, Inc. (“GitHub”) and (“Customer”). This SOW includes the attached Appendix A.

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

Professional Services

“Professional Services” means training, consulting, or implementation services that we provide to you pursuant to this Statement of Work. Professional Services do not include support.

We’ll perform the Professional Services described in each SOW, according to the timeframes set forth in that SOW. We’ll control the manner and means by which the Professional Services are performed, and we reserve the right to determine which personnel we assign to perform Professional Services for you.  Provided we remain responsible for all of their acts and omissions, we can use third parties to help us perform the Professional Services.  You acknowledge that we will retain all right, title and interest in and to anything we use or develop in connection with performing Professional Services for you, including, among other things, software programs, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how.  To the extent we deliver anything to you during the course of performing Professional Services, we grant you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use those deliverables during the term of this SOW, solely in conjunction with your permitted use of GitHub’s products or services.

Professional Services Warranty. We warrant that the Professional Services will be performed in a manner consistent with generally accepted industry standards. As your sole and exclusive remedy and our entire liability for any breach of the foregoing warranty, we will, at our sole option and expense, promptly re-perform any Professional Services that fails to meet this limited warranty, or refund you the Fees you paid us for the non-conforming Professional Services.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROFESSIONAL SERVICES AND ANY MATERIALS WE GIVE YOU AS PART OF THE PROFESSIONAL SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.

Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EXCEPT FOR LIABILITIES ARISING OUT OF BREACHES OF SECTION 15 (CONFIDENTIAL INFORMATION), EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF THE AMOUNTS THAT YOU PAID US UNDER THE STATEMENT OF WORK GIVING RISE TO THE LIABILITY OR FIVE HUNDRED DOLLARS ($500).

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this SOW is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

Disclaimer of Warranties for Early Access Materials

“Early Access Materials” means new releases, documentation, features, products, or services that are still in development, but are being offered at the Customer’s request to provide early-stage insight into these new features and functionality for GitHub. While Early Access Materials aren’t ready to be used to build production solutions, they’re at a stage where you can test and tinker with an implementation. As we receive feedback and iterate on a project, we anticipate breaking changes without advanced warning, so Early Access releases should not be used in a user-facing manner or applied to production environments.

Disclaimer of Warranties. Notwithstanding the warranty offered in Section 1, GitHub provides the Early Access Materials “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Early Access Materials and their use in providing Professional Services including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

GitHub does not warrant that the Early Access Materials and their use in providing the Professional Services will meet your requirements; that the Early Access Materials will be uninterrupted, timely, secure, or error-free; that the information provided through the Early Access Materials is accurate, reliable or correct; that any defects or errors will be corrected; that the Early Access Materials will be available at any particular time or location; or that the Early Access Materials are free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Early Access Materials or through their use by the Professional Services team.

Feedback. If you choose to give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our Early Access Materials (collectively, “Feedback”), you acknowledge and agree that GitHub will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate the Feedback into our products, services, and documentation.

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 at specified dates and times, or within six (6) months of date of Effective Date. Any Services listed herein not scheduled and delivered within six (6) months of Effective Date are considered expired.

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

[...]