Statement of work template

Statement of work

Statement of Work number [SOW number] (this “SOW”) is entered into as of [Effective date] between [Provider legal name] (the “Provider”) and [Customer legal name] (the “Customer”) under the Master Services Agreement between them dated [MSA date] (the “MSA”).

This SOW is governed by and forms part of the MSA. Capitalized terms not defined here have the meaning given in the MSA. If this SOW conflicts with the MSA, the MSA applies unless this SOW expressly identifies the section of the MSA it changes and states that it applies to this SOW only.

1. Project overview

Project name: [Project name].

Purpose: [One paragraph describing the business problem and the outcome the Customer wants, for example to replace a manual onboarding process with a configured online workflow].

2. Scope of services

The Provider will perform the following services (the “Services”):

(a) Discovery: [workshops, interviews and review of current state, producing a requirements document];

(b) Design: [solution design, prototypes or plans, as described];

(d) Testing and launch support: [testing approach, training sessions, go-live support for Number days]; and

(e) Project management: [weekly status meetings and written status reports].

3. Out of scope

The following are not included unless added by a Change Order under section 9: [data migration beyond Number records; integrations other than those listed; ongoing support after Date; hardware or third-party licences; translation into other languages; work outside normal business hours].

4. Deliverables and acceptance criteria

Deliverable 1: [Name], described as [Description]. Acceptance criteria: [Measurable criteria]. Target date: [Date].

Deliverable 2: [Name], described as [Description]. Acceptance criteria: [Measurable criteria]. Target date: [Date].

Deliverable 3: [Name], described as [Description]. Acceptance criteria: [Measurable criteria]. Target date: [Date].

5. Acceptance procedure

When a Deliverable is ready, the Provider will notify the Customer. The Customer will have [10] business days (the “Review Period”) to review it against its acceptance criteria and either accept it in writing or give a written list of specific non-conformities.

The Provider will correct reported non-conformities and resubmit the Deliverable, and a new Review Period of [5] business days will apply to the corrected items. If the Customer does not respond within a Review Period, or uses the Deliverable in production, the Deliverable is deemed accepted.

If a Deliverable fails acceptance a third time for the same non-conformity, either party may escalate under the dispute process in the MSA.

6. Timeline and milestones

The Services will start on [Start date] and are planned to finish by [End date]. Key milestones are: [Milestone 1, Date]; [Milestone 2, Date]; [Milestone 3, Date]. The timeline assumes the Customer meets its responsibilities and the assumptions in section 8.

7. Roles and responsibilities

Provider: [Provider project lead name and title] will lead the Provider team and be the main contact. The Provider will staff the project with people of appropriate skill and may replace team members with others of similar skill after telling the Customer.

Customer: [Customer project lead] will be the Customer's main contact, with authority to make decisions and approve Deliverables. The Customer will provide [subject-matter experts, test users, system access, sample data and a test environment] by the dates in the project plan.

8. Assumptions and dependencies

This SOW is based on these assumptions: [the Customer will provide feedback within Number business days; no more than Number rounds of revisions per Deliverable; the Customer's systems will be available for testing; existing data is in a usable format]. If an assumption proves wrong, the Provider will tell the Customer, and the parties will agree any necessary change under section 9.

9. Change control

Either party may request a change to scope, Deliverables, timeline or fees by written change request. The Provider will respond within [5] business days with the impact on cost and schedule. A change takes effect only when both parties sign a written change order (a “Change Order”). Until then, the Provider will continue working under this SOW as it stands.

10. Fees and payment

Pricing model: [Fixed fee / Time and materials].

Fixed fee: the total fee is [Total fees] [Currency], invoiced as follows: [Percentage] percent on signing; [Percentage] percent on acceptance of Deliverable 1; and the balance on acceptance of the final Deliverable.

Time and materials: the Provider will charge the hourly rates in the table below for time actually worked, invoiced monthly in arrears with timesheets, up to an estimated total of [Total fees]. The Provider will tell the Customer when 80 percent of the estimate has been used and will not exceed the estimate without a Change Order.

Rate table: [Role 1, Rate per hour]; [Role 2, Rate per hour]; [Role 3, Rate per hour].

Expenses: [no expenses are expected / pre-approved travel expenses will be reimbursed at cost under the MSA]. All fees are exclusive of applicable taxes. Payment terms are as set out in the MSA. Customer purchase order number: [Customer purchase order number].

11. Term

This SOW starts on its Effective Date and ends when all Deliverables are accepted and all fees are paid, unless ended earlier under the termination provisions of the MSA.

12. Governing terms

Governing law, dispute resolution, confidentiality, intellectual property, warranties, liability, notices and all other legal terms for this SOW are those set out in the MSA. The following sections apply in addition to confirm how this SOW is formed and signed.

13. Governing law and disputes

This SOW is governed by the laws of [Province or state] and the federal laws of [Country] that apply there, without regard to conflict-of-laws rules that would apply the law of another place.

If a dispute arises, the parties will first try in good faith to resolve it by discussion between people with authority to settle it, for at least 30 days after one of them gives written notice describing the dispute. If the dispute is not resolved in that time, either of them may start proceedings in the courts located in [City, Province or state], and each submits to the non-exclusive jurisdiction of those courts.

Nothing in this section prevents anyone from seeking urgent injunctive or other interim relief from any court with jurisdiction to protect confidential information, intellectual property or property, or to prevent irreparable harm.

14. Notices

Any notice under this SOW must be in writing and delivered by hand, by courier, by registered mail, or by email to the address shown in the signature block or another address given by notice.

A notice is received: when delivered, if delivered by hand or courier on a business day before 5:00 PM local time at the place of receipt, and otherwise on the next business day; on the fifth business day after mailing, if sent by registered mail; and when sent, if sent by email before 5:00 PM local time of the recipient on a business day with no automated message that it was not delivered, and otherwise on the next business day.

Routine operational communications may be sent by any reasonable means, but a notice of breach, termination or a claim must also be sent by a method listed above.

15. Entire agreement and general terms

Entire agreement. This SOW, including any schedules and documents it expressly refers to, is the entire agreement about its subject matter and replaces all earlier discussions, proposals and agreements about that subject matter, whether written or oral.

Amendments and waivers. A change to this SOW is effective only if it is in writing and signed by each party. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.

Assignment. No party may assign this SOW without the prior written consent of the others, which will not be unreasonably withheld, except that an organization may assign it without consent to a successor to all or substantially all of its relevant business or assets by giving written notice. This SOW binds and benefits the parties and their permitted successors and assigns.

Severability. If any provision is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of this SOW stays in full force.

Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation”. Amounts are in [Currency] unless stated otherwise. A reference to a law includes any amendment or replacement of it.

Language. The parties have expressly required that this SOW and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents connexes soient rédigés en anglais.

16. Counterparts and electronic signatures

This SOW may be signed in any number of counterparts, each of which is an original and all of which together form one document.

The parties agree that this SOW may be signed and delivered electronically, including through an electronic signature service such as eSora Sign. An electronic signature, and a signed copy delivered by email or as a PDF, has the same legal effect as a handwritten signature on a paper original, to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in the relevant state, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial electronic commerce legislation in Canada.

Each party consents to receive this SOW and related notices electronically, and agrees that the electronic record of the signing process, including any certificate of completion and audit trail, may be used as evidence that this SOW was signed and of when it was signed.

Signatures

By signing below, each signer confirms that they have read and agree to this SOW and, where they sign for an organization, that they are authorized to bind it.

PROVIDER

Organization: [Legal name of organization]

Name: ______________________________

Title: ______________________________

Signature: ______________________________

Date: ______________________________

Email for notices: ______________________________

CUSTOMER