Terms and Conditions for Professional Services

Version 2018.12.16

These Terms and Conditions govern the provision of the Professional Services. The Professional Services are purchased separately from any other Services provided by GitHub, Inc. (“GitHub”) or its affiliates. Travel and related expenses may be included in your invoice. Unused Professional Service hours and fees are non refundable but may be applied to other Services.

• In the event that GitHub uses any subcontractors in the performance of its obligations hereunder, GitHub will remain responsible for such subcontractors’ performance.
• GitHub warrants that the Professional Services will be performed by GitHub personnel (including any contractors) in a professional and workmanlike manner. This warranty is exclusive and in lieu of all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Customer must report any deficiencies in the Professional Services within 5 days of performance in order to receive warranty remedies. Customer’s sole remedy for breach of the foregoing warranty shall be re-performance of the deficient Professional Services as described and warranted.
• Anything provided to Customer by GitHub (“Deliverables”) shall be owned solely by GitHub; provided, however, that GitHub grants Customer a worldwide, non-exclusive, perpetual, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) the Deliverables, solely for its internal business purposes, associated with its use of the Products or Hosted Services. Deliverables not rejected within five business days of delivery shall be deemed accepted by Customer.
• Each party shall hold the other’s Confidential Information in confidence and not use or disclose such Confidential Information other than in connection with performance of obligations hereunder. “Confidential Information” shall mean all confidential or proprietary information disclosed orally or in writing by one party to the other that is identified as confidential at the time of disclosure or whose confidential nature is reasonably apparent. Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no fault of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure or any breach of confidence; or (d) is independently developed by or for the receiving party.

Changes

No provision of this SOW may be changed, altered, modified, waived or discharged orally. Any such changes, alterations, modifications, waivers or discharges will only be made effective when made in writing in a SOW Change Order signed by Customer and GitHub.

Service Providers

Primary GitHub Professional Services providers may be accompanied by additional GitHub employees based on engagement circumstances or for professional development purposes. All participant names will be provided to Customer in written form (this can be via email) prior to engagement delivery.

Schedule Change and Cancellation

Schedule of Work modifications by either party must be made in writing (this can be by email). Modified Schedule of Work dates shall be no greater than thirty (30) days from originally stated date. Customer’s modification to Schedule of Work shall be given to GitHub fourteen (14) or more days before date of delivery, else Customer remains liable for 100% of Fees and Payment Schedule and Travel and Lodging actuals incurred by GitHub.

Customer Responsibilities

Prior to the start of the Services, Customer will identify a person (“Primary Responsible Person”) who will have the authority to act on Customer’s behalf in all matters regarding this SOW, and will serve as the interface between GitHub’s project team and all Customer departments participating in the Services. Primary Responsible Person will:

• Obtain and provide applicable information, data, consents, decisions and approvals as required by GitHub to perform the Services;
• Provide access, workspace, and connectivity to the systems and other facilities necessary for GitHub’s personnel while working at the Customer location, and help resolve and escalate Services issues within Customer’s organization, as necessary;
• Identify Customer team members with appropriate systems access who will act as GitHub’s hands-on-keyboard during Services, and otherwise make personnel available to assist GitHub in the performance of its responsibilities

Customer Security Regulations and Hands-On Delivery

Customer will be responsible for securing the privacy of its data and any and all personally identifiable information (PII) and for controlling access by GitHub personnel or subcontractors, including conducting security check-in and providing badges and personal escort for all on-site engagements.

• Customer will not share administrative credentials with GitHub employees and/or personnel.
• Customer will create temporary access credentials for use by GitHub employees and/or personnel valid on the start date and automatically expiring upon completion of the Services.
• Customer shall provide its security regulations to GitHub, and GitHub shall ensure that its personnel or subcontractors make commercially reasonable efforts to comply with Customer’s security regulations in their activities at Customer sites or in connection with Customer systems.
• Unless otherwise agreed to in advance by the written consent of GitHub’s Director of Services, where such consent may be provided via electronic mail, GitHub’s personnel (including its subcontractors) will observe the working hours, working rules, and holiday schedules of Customer while working on Customer’s premises.

Verification Checks

Prior to hiring GitHub’s employees:

• GitHub conducts a minimum background consisting of validation of employment history;
• Confirmation of claimed academic and professional qualifications where required by company policy and/or employee job description;
• Independent identity verification (passport or similar document); and
• Where required by employee role, more detailed checks, such as credit checks or checks of criminal records.

GitHub shall, at Customer’s request and expense, prior to permitting its personnel to provide onsite Services at Customer’s facility for a period of longer than five (5) consecutive days, require that such personnel has successfully passed a drug screen profile, subject to the requirements and/or limitations of applicable law.