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Anthesis LLC - Atlassian SOW (Consulting Services) 2022 03 01 FINAL
Anthesis LLC - Atlassian SOW (Consulting Services) 2022 03 01 FINAL
STATEMENT OF WORK
This Statement of Work (“SOW”) is entered into under the terms of the Master Services Agreement referenced below (together with this
SOW, the “Agreement”). The services, milestones and deliverables described in this SOW are Services and Deliverables fully subject to all
of the terms and conditions of the Agreement. Capitalized terms not defined in this SOW have the meanings given in the Agreement. In
the event of any inconsistency between this SOW and the Agreement, the terms of this SOW shall control.
1. Contact Information
Each party agrees that the respective Project Managers listed below have full authority to direct and provide feedback relating to the
project described in this SOW. Either party may change its Project Manager from time to time, upon notice to the other party.
Contractor Address:
Under this SOW, the Contractor will provide services to Atlassian to quantify its fiscal year 2021 scope 1, 2 and 3 emissions and provide
supporting documents and reports outlined below (the “Services”).
Advisory Task
Contractor will hold regular check-ins with Atlassian to advise on ongoing sustainability initiatives. Included in this will be all strategic
advisory conversations from the historical emissions analysis, advisory regarding the re-baseline of Atlassian’s spend analysis, and the SBT
Supplier status analysis for the Atlassian’s Supplier Engagement goal.
SOW – 1
DocuSign Envelope ID: 3A16DBA8-8918-43B4-AAE3-9EA0F3DF93D3
Commencement of Services: Contractor shall not commence any Services under this SOW until it has been signed by both parties and
Atlassian has issued a corresponding purchase order.
Deliverables:
☐ No Deliverables will be due under this SOW (in which case the remainder of this Section 2 shall not apply to this SOW)
☒ Contractor and Atlassian agree to the following Deliverables to be provided by Contractor:
Acceptance Provision: Atlassian will have thirty (30) calendar days (the “Test Period”) following receipt of each Deliverable indicated above
to review such Deliverable for conformance to the applicable specifications, descriptions, this Statement of Work and the Agreement
(collectively, the “Specifications”). If Atlassian determines that a Deliverable is not in material conformance with the Specifications, it will
so notify Contractor and specify the non-conformance in reasonable detail (“Review Notice”). If a Review Notice is sent, Contractor will
have ten (10) business days following receipt of such Review Notice to remedy the identified non-conformance and resubmit the
Deliverable for subsequent review in accordance with this provision. If Atlassian determines that the Deliverable still does not conform to
the Specifications, Atlassian may elect one of the following alternatives by notifying Contractor thereof: (i) extend the Test Period so that
Contractor may remedy the defects and Atlassian can retest the Deliverable in accordance with the procedure set forth above; (ii) accept
the Deliverable and negotiate for lesser compensation; or (iii) terminate the Statement of Work. If Atlassian elects to terminate the
Statement of Work, Contractor will promptly refund to Atlassian all fees, if any, that were paid by Atlassian under the Statement of Work
with respect to the applicable rejected Deliverable and any other Services or Deliverables related to such rejected Deliverable. Acceptance
under this provision will not affect any warranty obligation of Contractor under the Agreement. No invoice will be issued for any Deliverable
(or corresponding Services) until the Deliverable has been accepted by Atlassian in accordance with this provision.
3. Fees
Currency: USD
The Maximum Fees under this Statement of Work shall not exceed 10,000.00
☒ based on an hourly rate of: per hour
• Executive Director: $470
• Director: $380
• Associate Director: $350
• Principal Consultant: $315
• Senior Consultant: $280
• Consultant II: $245
• Consultant I: $195
• The maximum fees due by Atlassian under this SOW for hourly or daily fees shall be as stated above (excluding eligible expenses);
• The Services under this SOW are provided on a time and materials basis only;
• Contractor may not bill (and Atlassian will not pay for) more than 8 hours per day, 5 days per week (as applicable) per worker
without Atlassian’s prior written consent for more hours or days;
• Contractor shall invoice Atlassian monthly;
• Each invoice shall be accompanied by a timesheet indicating (i) the dates and hours worked and (ii) the activities performed
during such hours worked.
SOW – 2
DocuSign Envelope ID: 3A16DBA8-8918-43B4-AAE3-9EA0F3DF93D3
• The maximum total amount payable under this SOW by Atlassian shall be the Fixed Fee (excluding eligible expenses);
• Unless otherwise agreed to by the parties in this SOW, the Fixed Fee amount shall only be invoiced and payable by Atlassian upon
final acceptance of all Deliverables;
• Atlassian shall not be responsible for any payments for Deliverables not delivered or completed prior to the expiration or
termination of this SOW.
In all cases:
• Eligible expenses (i) shall be reimbursed by Atlassian pursuant to the terms of the Agreement, (ii) shall be subject to Atlassian’s
current travel and expense policies in accordance with the “Payments” section of the Agreement, and (iii) must be reasonable
and pre-approved in writing;
• All invoices shall be created and submitted according to the instructions at www.atlassian.com/company/contact/suppliers;
• Atlassian shall not be responsible for paying for work performed beyond the expiration date of this SOW, unless otherwise agreed
to by the parties in writing;
• This SOW shall not automatically renew.
6. General
Atlassian Devices: In delivering the Services, if Contractor will access or use any Atlassian Systems or Process any Atlassian Data, Personal
Data or Confidential Information, Atlassian may require Contractor to use certain device(s) issued by Atlassian (“Device(s)”). If Contractor
is issued a Device, Contractor shall only access, use, or Process such Atlassian Data on the Device, and Contractor shall not transfer any
such Atlassian Data to any other devices or systems without Atlassian’s prior written consent. Contractor further acknowledges and agrees
that Contractor has no expectation of privacy with respect to the Device including Contractor’s activity (e.g., files, email messages, voice
messages) on such Device. Without limiting any of its other rights, Atlassian shall have the right to (i) enforce, restrict and monitor
Contractor’s use of the Device; and (ii) collect and gather security information and data (e.g., device settings, security logs, and events)
from Contractor’s usage of the Device. Contractor shall ensure that the use of the Device will be restricted to the personnel and time
periods designated in this SOW or otherwise by Atlassian in writing from time-to-time for the purpose of performing the Services. Any use
of the Device other than to provide the Services to Atlassian is strictly prohibited. Upon any expiration or termination of the Agreement or
this SOW for any reason, or upon earlier request by Atlassian, Contractor will immediately cease using the Device and return the Device to
Atlassian in good working order (normal wear and tear excepted).
Waivers; Modifications: No waiver, alteration or modification of the provisions of this SOW will be valid unless made in a writing, which
refers explicitly to this SOW and is signed by an authorized representative of each party. Any pre-printed forms, purchase orders, invoices
or acknowledgements issued by Contractor are for convenience only, and any terms and conditions stated therein shall have no force or
effect.
SOW – 3
DocuSign Envelope ID: 3A16DBA8-8918-43B4-AAE3-9EA0F3DF93D3
CONTRACTOR ATLASSIAN
Signature: Signature:
Name: Emma Armstrong Name: Manan Kumar
Title: Executive Director Title: Sustainability Generalist
Date: 02-Mar-2022 | 7:01:35 PM PST Date: 02-Mar-2022 | 7:42:10 PM PST
LE 2022 03 02