Statement of Work (SOW) Template

1. SOW Identification and Relationship to the MSA

This Statement of Work (this "SOW") number [SOW_NUMBER] is entered into and made effective as of [SOW_EFFECTIVE_DATE] (the "SOW Effective Date") between [CLIENT_NAME] (the "Client") and [SERVICE_PROVIDER_NAME] (the "Service Provider").

This SOW is issued under, and is subject in all respects to, the Master Service Agreement between the Parties dated [MSA_EFFECTIVE_DATE] (the "MSA"). All capitalized terms used and not otherwise defined in this SOW have the meanings given to them in the MSA.

In the event of any conflict between this SOW and the MSA, the MSA shall prevail, except where this SOW expressly identifies a provision of the MSA that it varies, supplements or supersedes for the purposes of this SOW only, in which case the express provision of this SOW shall prevail solely in respect of the Services described herein.

2. Parties and Project Contacts

For the purposes of this SOW, the Parties' primary points of contact are:

For the Client: [CLIENT_PROJECT_SPONSOR] (Project Sponsor), [CLIENT_PROJECT_MANAGER] (Project Manager), reachable at [CLIENT_PM_EMAIL] / [CLIENT_PM_PHONE].

For the Service Provider: [SP_ACCOUNT_LEAD] (Account Lead), [SP_PROJECT_MANAGER] (Project Manager), reachable at [SP_PM_EMAIL] / [SP_PM_PHONE].

The project managers shall be the day-to-day operational contacts and shall have authority to manage delivery, raise issues and recommend (but not approve) Change Requests. Approval of Change Requests, acceptance of Deliverables and other matters reserved to authorized signatories under the MSA shall require the signature of an authorized representative of each Party.

3. Project Background

The Client is undertaking [PROJECT_BACKGROUND_DESCRIPTION] to address [BUSINESS_DRIVER]. This SOW engages the Service Provider to deliver the Services described in Section 4 in support of those objectives.

4. Objectives and Scope of Services

The objectives of this engagement (the "Project") are to:

(a) [PROJECT_OBJECTIVE_1]; (b) [PROJECT_OBJECTIVE_2]; (c) [add further objectives as required].

To achieve these objectives, the Service Provider shall perform the following Services (the "Services"):

(a) [SERVICE_AREA_1] — including the related sub-activities described in any attached project plan; (b) [SERVICE_AREA_2] — including the related sub-activities described in any attached project plan; (c) project management, status reporting and risk management for the Services described in (a) and (b); (d) any other activities reasonably required to produce the Deliverables described in Section 5 and meet the Acceptance Criteria described in Section 6.

The Services shall be performed primarily at [PRIMARY_LOCATION] (which may be remote, on-site at Client premises, or hybrid) during [WORKING_HOURS], subject to any specific on-site days agreed in advance.

5. Deliverables

The Service Provider shall produce and deliver to the Client the following deliverables (the "Deliverables"). Each Deliverable shall be in the form and format described below, and shall be delivered by the indicated due date (subject to Section 7).

Deliverable D1: [DELIVERABLE_1_NAME] Description: [DELIVERABLE_1_DESCRIPTION] Format: [DELIVERABLE_1_FORMAT] Due Date: [DELIVERABLE_1_DUE_DATE] Responsible Party: Service Provider, with input from the Client.

Deliverable D2: [DELIVERABLE_2_NAME] Description: [DELIVERABLE_2_DESCRIPTION] Format: written report / working software / executable file / dashboard URL (specify in the SOW) Due Date: as scheduled in Section 7 Responsible Party: Service Provider, with input from the Client.

Add further Deliverables (D3, D4, etc.) as required.

Each Deliverable shall be deemed delivered when the Service Provider notifies the Client in writing that it has been completed and makes it available to the Client in the agreed format and location.

6. Acceptance Criteria

The acceptance procedure in the MSA shall apply to each Deliverable. For the purposes of that procedure, the following objective, measurable acceptance criteria apply.

For Deliverable D1: [DELIVERABLE_1_ACCEPTANCE_CRITERIA].

For Deliverable D2: [DELIVERABLE_2_ACCEPTANCE_CRITERIA].

For further Deliverables, set out the acceptance criteria in equivalent measurable terms in this Section.

Where a Deliverable is intangible (e.g., training delivered, workshops facilitated, advice given), the acceptance criteria shall be a written confirmation by the Client Project Manager that the Service has been performed substantially in accordance with the agreed agenda or scope, such confirmation not to be unreasonably withheld.

The Acceptance Period for each Deliverable shall be [SOW_ACCEPTANCE_PERIOD_DAYS] business days from receipt of the Deliverable, unless a different period is expressly stated for that Deliverable.

7. Milestones and Timeline

The Project shall commence on [START_DATE] and is targeted for completion on [END_DATE], subject to changes agreed under Section 12. The Services shall be performed in accordance with the following milestones (the "Milestones"):

M1: Project kick-off and detailed plan agreed — Target date: [M1_DATE] — Associated Deliverables: project plan, RACI, communications plan.

M2: Phase 1 complete — Target date: [M2_DATE] — Associated Deliverables: D1.

M3: Phase 2 complete — Target date: as scheduled — Associated Deliverables: D2.

M4: User-acceptance testing complete — Target date: as scheduled — Associated Deliverables: completed UAT report.

M5: Go-live / Project completion — Target date: as scheduled — Associated Deliverables: signed project closure report.

The Service Provider shall provide the Client with a written status report at least [STATUS_REPORT_FREQUENCY] (e.g., weekly), covering progress against Milestones, completed and upcoming activities, risks, issues, changes and any items requiring Client input.

8. Project Team and Roles

The Service Provider's team for this Project shall include at least the following Key Personnel, who shall not be replaced or reassigned except in accordance with the MSA:

(a) [KEY_PERSON_1_NAME], [KEY_PERSON_1_ROLE] — allocated approximately [KEY_PERSON_1_ALLOCATION]% of full time; (b) add additional key personnel as needed using the same column format (name, role, % allocation).

The Client shall make available the project team described in the relevant project plan, including the Client Project Sponsor and Project Manager identified in Section 2 and any named subject-matter experts.

A more detailed RACI matrix may be agreed at Milestone M1 and shall, once signed by both Project Managers, form part of this SOW.

9. Assumptions

This SOW, the timeline and the Fees are based on the following assumptions. If any assumption proves materially incorrect, the Service Provider may invoke the Change Control Procedure to reflect the actual position.

(a) The Client will provide the data, information, access, decisions and approvals described in Section 10 within the timeframes indicated; (b) The Client's existing systems, data and documentation are substantially as represented to the Service Provider during proposal preparation; (c) Key Personnel on both sides will be reasonably available throughout the Project; (d) No more than [REWORK_CYCLES] cycle(s) of substantive rework will be required for each Deliverable beyond those already built into the timeline; (e) The regulatory and policy environment applicable to the Services will not change materially during the Project in a manner requiring significant additional work; (f) Add any project-specific assumptions here.

10. Dependencies and Client Responsibilities

The Service Provider's ability to perform the Services and meet the Milestones depends on the Client performing the following obligations in a timely manner and at no charge to the Service Provider:

(a) provide timely, accurate and complete information, data and documentation reasonably required to perform the Services; (b) provide the Service Provider's personnel with reasonable access to Client premises, systems, networks and personnel as required, subject to the Client's reasonable security and compliance requirements; (c) make decisions, give approvals or provide feedback within [CLIENT_RESPONSE_DAYS] business days of any reasoned written request, or such other period as may be agreed for a specific item; (d) make Client team members reasonably available for meetings, workshops, reviews and acceptance testing in accordance with the project plan; (e) procure any third-party licences, consents or cooperation that are within the Client's gift and are required for the Services.

If the Client fails to perform any of the foregoing in a timely manner, and such failure causes a delay to or increase in the Service Provider's effort, the Service Provider shall be entitled to a corresponding equitable extension of time and adjustment to the Fees through the Change Control Procedure, provided that the Service Provider has notified the Client of the failure and used reasonable efforts to mitigate the impact.

11. Out-of-Scope Items

For the avoidance of doubt, the following items are expressly excluded from the Services under this SOW and, if required, shall be subject to a separate Change Order or a new SOW:

(a) ongoing operational support, maintenance or managed services after the Go-live Milestone (M5), other than as expressly included in this SOW; (b) work on systems, data or business areas not listed in Sections 4 and 5; (c) provision of hardware, software licences or third-party services not expressly identified in this SOW; (d) translation or localization of Deliverables into languages other than [PROJECT_LANGUAGE]; (e) on-site work outside [WORKING_HOURS] or outside the locations identified in Section 4; (f) add any project-specific exclusions here.

12. Fees and Payment Schedule

The total Fees for this SOW are estimated at [TOTAL_FEES] [CURRENCY], exclusive of applicable taxes and any approved out-of-pocket expenses. The pricing structure for this SOW is fixed price / time and materials / milestone-based (delete as appropriate).

For fixed-price or milestone-based Services, the Fees shall be payable in accordance with the following schedule, with each payment tied to acceptance of the associated Milestone or Deliverable:

P1: [PERCENT_1]% ([AMOUNT_1]) — invoiced on signature of this SOW; P2: invoiced on acceptance of Milestone M2 (Deliverable D1); P3: invoiced on acceptance of Milestone M3 (Deliverable D2); P4: invoiced on acceptance of Milestone M5 (Project completion).

Optionally, the Client may retain a holdback of [HOLDBACK_PERCENT]% of the total Fees, to be released [HOLDBACK_RELEASE_DAYS] days after Project completion, subject to no material defects being identified during that period.

For time-and-materials Services, the Service Provider shall charge the Client at the rates set out in the MSA. The estimated effort is capped at [TM_CAP_HOURS] hours unless varied through Change Control.

Out-of-pocket expenses shall be reimbursed in accordance with the MSA. Invoicing and payment terms shall be as set out in the MSA.

13. Change Request Process

Any change to the scope, Deliverables, Milestones, Fees or other terms of this SOW shall be processed through the Change Control Procedure set out in the MSA. For the avoidance of doubt:

(a) verbal agreements to change the SOW are not binding; (b) email correspondence may be used to develop and discuss a proposed change, but a change only takes effect once it is recorded in a written Change Order signed by both Parties; (c) the Service Provider shall not be obliged to perform work outside the scope of this SOW (as varied by any signed Change Orders) and shall not be entitled to additional fees for any out-of-scope work performed without a signed Change Order; (d) where a Change Order varies the Fees, Milestones or Acceptance Criteria, the corresponding payment schedule and project plan in this SOW shall be deemed updated accordingly.

14. Specific IP Provisions

The intellectual property provisions of the MSA (including the distinction between Background IP, Foreground IP and Client Materials) apply to this SOW. The following project-specific provisions supplement (and, to the extent of any conflict in respect of this SOW only, vary) the MSA:

(a) The Service Provider's pre-existing methodologies, tools and frameworks listed in any attached Schedule are Service Provider Background IP. To the extent embedded in or required to use the Deliverables, they are licensed to the Client on the terms set out in the MSA.

(b) Any third-party open-source or licensed components incorporated in the Deliverables shall be listed in an attached schedule, together with their licence terms. The Service Provider shall not incorporate any open-source or third-party component with a "copyleft" or similar licence that would impose obligations on the Client beyond mere use of the Deliverable.

(c) Where the Client wishes to grant the Service Provider a right to re-use generalized methodologies or anonymized learnings from this Project for the Service Provider's other clients, such re-use rights shall be expressly set out in an attached schedule and shall in no case extend to Client Materials, Confidential Information or identifiable Client data.

15. Signatures

Signed for and on behalf of [CLIENT_NAME]:

Name: [CLIENT_SIGNATORY_NAME] Title: [CLIENT_SIGNATORY_TITLE] Date: ____________________________ Signature: ____________________________

Signed for and on behalf of [SERVICE_PROVIDER_NAME]:

Name: [SP_SIGNATORY_NAME] Title: [SP_SIGNATORY_TITLE] Date: ____________________________ Signature: ____________________________

16. Legal Disclaimer

This template is provided by ProcureSwift as a starting point and does not constitute legal advice. Please have it reviewed by qualified legal counsel before use in any contractual or commercial setting. ProcureSwift makes no warranties about its fitness for any specific purpose.