Professional Services Exhibit

This Professional Services Exhibit ("PSE") is a Supplemental Term to the Sourcegraph Terms of Service and applies when your Order Form includes Professional Services. The PSE is incorporated into your Agreement by reference. Any capitalized terms used in this PSE and not defined herein have the meanings set forth in the Agreement. In the event of a conflict between this PSE and the Agreement, this PSE controls with respect to the subject matter of Professional Services.

1. Scope of Professional Services. Sourcegraph shall provide the following as part of the Implementation & Advisory Services ("Professional Services") and shall perform the Professional Services in a professional and timely manner:
   1. Dedicated project management to determine scope and requirements, report on progress, and drive the project toward completion on an agreed-upon timeline.
   2. Advice on infrastructure needs and configuration to align with the requirements of running Sourcegraph for Customer's organization.
   3. Guidance on environment strategy, including high availability and redundancy for consistent uptime and appropriate environment sizing for the initial instance.
   4. Support in configuring the Sourcegraph instance and communicating best practices, including scoped feature configuration, user authentication and permissions, SMTP, observability, alerting, and instance monitoring.
   5. Testing and validation of the instance (configuration and infrastructure) prior to user onboarding.
   6. Admin enablement and key documentation on Customer's instance.
   7. Ongoing guidance in maintaining, scaling, upgrading, and configuring the Sourcegraph instance.

   The Professional Services do not include custom development, including but not limited to custom scripts, API extensions, or additions or alterations to Sourcegraph's standard codebase, unless scoped and agreed upon prior to purchasing the Professional Services.

2. Scoping Requirements. Prior to Order Form signature, the following must be identified in order to determine implementation scope, timelines, Package, and pricing:
   1. Infrastructure, environment strategy, and external professional services requirements
   2. In-scope code hosts and their respective permissions requirements
   3. Expected authentication strategy
   4. In-scope feature set
   5. Minimum resource allocation
   6. Timeline expectations
   7. Whether Sourcegraph will require direct access to Customer's instance or environment (which must be agreed upon prior to purchasing the Professional Services)
3. Packages & Timeline. Customer's Order Form will set out the anticipated start date for the Services. Where Customer does not have an existing production deployment of the Services, the Professional Services will include an initial production deployment, and Sourcegraph will take commercially reasonable efforts to commence Professional Services consistent with that timeline. Where Customer already has a production deployment of the Services at the time Customer purchases Professional Services, no initial deployment is required and Sourcegraph will begin the ongoing maintenance activities described below immediately as of the start date of the Order Form through which Customer purchases Professional Services.

   Sourcegraph will determine the applicable professional services package based on the size and expected complexity of Customer's deployment needs (consistent with Section 2, Scoping Requirements). The assigned package, and the corresponding services and ongoing maintenance support included, will be outlined in Customer's Order Form or otherwise agreed upon in writing between the Parties:

   1. Package 1: Standard Implementation Services. Assigned by Sourcegraph to deployments expected to be less complex relative to Sourcegraph's customer base. Initial production deployment is estimated at approximately 45 days.
   2. Package 2: Advanced Implementation Services. Assigned by Sourcegraph to deployments expected to be highly complex relative to Sourcegraph's customer base. Initial production deployment is estimated at approximately 90 days.

   The estimated timelines set forth above are provided for planning purposes only and are not commitments. Actual timelines may vary based on scope, available resources, and organizational requirements. Where an initial deployment is included in the Professional Services, following its completion and the start of user onboarding, Sourcegraph will provide priority support until the instance is determined by Sourcegraph to be stable (typically 2 weeks), after which the Professional Services will transition to ongoing maintenance. Ongoing maintenance will continue for the earlier of the remainder of the Term or so long as is reasonably necessary. If the Professional Services engagement requires materially more time or effort than initially anticipated, additional charges may apply.

4. Customer Obligations. Customer shall (a) grant Sourcegraph any access (including badged-access) to the extent necessary for Sourcegraph to provide the Professional Services, and (b) make its relevant teammates available as needed for Sourcegraph to provide the Professional Services.
5. Travel & Expenses. In the event that the parties determine that Sourcegraph travel is necessary to provide the Professional Services, Customer shall reimburse all reasonable travel expenses (including transportation, hotels, meals, etc.) incurred in the performance of these Professional Services provided that Customer approves the travel in advance.
6. Termination of PSE. Termination of the Professional Services shall not result in the termination of any other Services described on the Order Form.
7. Limit of Liability for Professional Services. Notwithstanding any other provision in this PSE or the Agreement, each Party's liability in connection with the Professional Services shall be limited to the amounts paid or payable by Customer to Sourcegraph for the Professional Services. No other limitations of liability shall apply.