Statement of Work (SOW) - Alaska

STATEMENT OF WORK — ALASKA

SOW Number: [________________________________]
SOW Effective Date: [__/__/____]
Master Agreement Reference: [________________________________]
Master Agreement Date: [__/__/____]

TABLE OF CONTENTS

1. Parties and Recitals
2. Reference to Master Agreement
3. Project Description
4. Scope of Work
5. Out-of-Scope Items
6. Project Timeline and Schedule
7. Roles and Responsibilities
8. Staffing and Key Personnel
9. Fees and Payment Schedule
10. Expenses
11. Change Order Process
12. Acceptance Testing and Criteria
13. Project Governance and Communication
14. Warranties
15. Term and Termination
16. Alaska-Specific Provisions
17. Signatures
18. Appendices

1. PARTIES AND RECITALS

Client ("Client"):
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Alaska Entity Number (if applicable): [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Service Provider ("Provider"):
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Alaska Entity Number (if applicable): [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

RECITALS

WHEREAS, Client and Provider have entered into that certain Master Services Agreement dated [__/__/____] (the "MSA" or "Master Agreement"); and

WHEREAS, Client desires to engage Provider to perform certain services as described in this Statement of Work, and Provider desires to perform such services, subject to the terms and conditions of the MSA and this SOW;

WHEREAS, the parties acknowledge that this SOW shall be governed by Alaska law, including the Alaska Uniform Commercial Code (AS Title 45);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the MSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

2. REFERENCE TO MASTER AGREEMENT

2.1 Incorporation. This SOW is entered into pursuant to and is governed by the MSA. All terms and conditions of the MSA are incorporated herein by reference.

2.2 Order of Precedence. In the event of any conflict between this SOW and the MSA:

☐ The MSA shall control over this SOW
☐ This SOW shall control over the MSA with respect to the services described herein
☐ Other: [________________________________]

2.3 Defined Terms. Capitalized terms not defined herein have the meanings in the MSA. Additional definitions:

• "Acceptance Criteria" means the specific, measurable standards against which each Deliverable shall be evaluated.
• "Change Order" means a written amendment executed per Section 11.
• "Deliverable" means a tangible or intangible work product to be provided by Provider under Section 4.
• "Go-Live Date" means the date on which all Deliverables have been accepted.
• "Milestone" means a significant project event or completion point in the Project Timeline.
• "Project Manager" means the designated representative of each party for day-to-day management.

3. PROJECT DESCRIPTION

3.1 Project Name: [________________________________]

3.2 Project Overview: [________________________________]

3.3 Business Objectives:

3.4 Background and Context: [________________________________]

4. SCOPE OF WORK

4.1 Deliverables.

4.2 Services Description.

☐ Consulting and advisory services
☐ Software development and engineering
☐ System integration and configuration
☐ Data migration and conversion
☐ User training and knowledge transfer
☐ Documentation and technical writing
☐ Testing and quality assurance
☐ Project management
☐ Post-deployment support
☐ Other: [________________________________]

4.3 Service Standards. All services shall be performed in a professional, workmanlike manner consistent with generally accepted industry standards. Deliverables must conform to specifications and Acceptance Criteria. Pursuant to AS § 45.02.601, Client retains the right to reject non-conforming Deliverables.

5. OUT-OF-SCOPE ITEMS

6. PROJECT TIMELINE AND SCHEDULE

6.1 Project Duration.

Start Date: [__/__/____]
Target Completion Date: [__/__/____]
Estimated Duration: [____] weeks/months

6.2 Milestone Schedule.

6.3 Gantt Chart.

☐ A detailed Gantt chart is attached as Appendix A.
☐ Updates provided: ☐ Weekly ☐ Bi-weekly ☐ Monthly

7. ROLES AND RESPONSIBILITIES

7.1 Provider Responsibilities.

7.2 Client Responsibilities.

7.3 Joint Responsibilities. Both parties shall use good-faith efforts to resolve issues. Alaska law recognizes the implied covenant of good faith and fair dealing in all contracts. See Restatement (Second) of Contracts § 205.

8. STAFFING AND KEY PERSONNEL

8.1 Key Personnel.

8.2 Replacement of Key Personnel. Provider shall not replace Key Personnel without prior written consent (not unreasonably withheld). Provider shall notify Client within [____] business days and propose a comparable replacement within [____] business days.

8.3 Subcontractors. Provider ☐ may ☐ may not use subcontractors. Provider remains fully responsible for subcontractor performance.

9. FEES AND PAYMENT SCHEDULE

9.1 Compensation Model.

☐ Fixed Fee: $[________________________________]
☐ Time and Materials: Not to exceed $[________________________________]
☐ Milestone-Based: Per payment schedule below
☐ Hybrid: [________________________________]

9.2 Rates (if applicable).

9.3 Milestone Payment Schedule.

9.4 Payment Terms. Invoices are due within [____] days of receipt. Late payments bear interest at [____]% per annum or the maximum permitted under Alaska law (AS § 45.45.010, maximum 10.5% per annum), whichever is less. Under AS § 45.02.609, a party may demand adequate assurance of performance when reasonable grounds for insecurity arise.

9.5 Holdback. Client may withhold [____]% of each milestone payment, released upon Final Acceptance.

10. EXPENSES

10.1 Reimbursable Expenses.

☐ Travel (airfare, ground transportation, lodging)
☐ Meals and per diem
☐ Equipment and materials
☐ Software licenses and tools
☐ Shipping and delivery
☐ Other: [________________________________]

10.2 Expense Limits. Individual expenses over $[________________________________] require prior approval. Total reimbursable expenses not to exceed $[________________________________].

10.3 Travel Policy. Provider shall comply with Client's travel policy ☐ attached as Appendix B ☐ provided separately. The parties acknowledge that travel in Alaska may involve unique logistical challenges (e.g., bush travel, charter flights, seasonal road closures) and related expenses may exceed those in the lower 48 states.

11. CHANGE ORDER PROCESS

11.1 Change Request Initiation. Either party may submit a written Change Request. No scope, schedule, or fee changes are effective without a signed Change Order.

11.2 Change Request Form.

═══════════════════════════════════════════════════════════
                     CHANGE REQUEST FORM
═══════════════════════════════════════════════════════════

Change Request #: [________________________________]
Date Submitted: [__/__/____]
Submitted By: [________________________________]
Priority: ☐ Critical  ☐ High  ☐ Medium  ☐ Low

DESCRIPTION OF REQUESTED CHANGE:
[________________________________]

REASON/JUSTIFICATION:
[________________________________]

IMPACT ASSESSMENT:
  Scope Impact: [________________________________]
  Schedule Impact: [____] days added/reduced
  Cost Impact: $[________________________________]
  Resource Impact: [________________________________]
  Risk Impact: [________________________________]

AFFECTED DELIVERABLES:
[________________________________]

REQUESTED BY:
Signature: [________________________________]  Date: [__/__/____]

APPROVED/REJECTED BY:
Signature: [________________________________]  Date: [__/__/____]
Decision: ☐ Approved  ☐ Rejected  ☐ Deferred
═══════════════════════════════════════════════════════════

11.3 Evaluation Period. Provider shall deliver a written impact assessment within [____] business days.

11.4 Approval Authority.

11.5 Modification Requirements. Per AS § 45.02.209, modifications require mutual written agreement. AS § 09.25.010 (general statute of frauds) requires written evidence for agreements not performable within one year. For contracts involving the sale of goods of $500 or more, AS § 45.02.201 also applies.

12. ACCEPTANCE TESTING AND CRITERIA

12.1 Acceptance Process.

(a) Provider delivers Deliverable with a Delivery Notice.
(b) Client has [____] business days to evaluate against Acceptance Criteria.
(c) Client provides written acceptance or rejection.
(d) If no notice within the Review Period, the Deliverable is deemed ☐ accepted ☐ not accepted.

12.2 Rejection and Cure.

(a) Client provides written deficiency description upon rejection.
(b) Provider has [____] business days to cure at no additional cost.
(c) Client has [____] business days for second review.
(d) After [____] cure cycles, Client may:
☐ Extend the cure period
☐ Terminate this SOW for cause
☐ Accept with equitable price adjustment
☐ Engage a third party at Provider's expense

12.3 Acceptance Criteria Matrix.

12.4 Final Acceptance. Final Acceptance occurs when all Deliverables are individually accepted and Client confirms the project meets business objectives.

13. PROJECT GOVERNANCE AND COMMUNICATION

13.1 Steering Committee.

13.2 Meeting Schedule.

13.3 Status Reports. Provider shall deliver written status reports [☐ weekly ☐ bi-weekly ☐ monthly] covering progress, budget, risks, and upcoming activities.

13.4 Escalation Process.

14. WARRANTIES

14.1 Deliverable Warranty. Provider warrants each Deliverable shall:

(a) Conform to specifications and Acceptance Criteria;
(b) Be free from material defects;
(c) Perform substantially in accordance with documentation; and
(d) Not infringe third-party intellectual property rights.

14.2 Warranty Period. [____] days following Final Acceptance.

14.3 Warranty Remedies. Provider shall correct non-conforming Deliverables at no additional cost during the Warranty Period, responding within [____] business hours.

14.4 Services Warranty. All services shall be performed in a professional and workmanlike manner by qualified personnel.

14.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE MSA, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE UNDER AS §§ 45.02.314 AND 45.02.315.

15. TERM AND TERMINATION

15.1 Term. This SOW commences on the SOW Effective Date and continues until Final Acceptance, the Target Completion Date, or earlier termination.

15.2 Termination for Convenience. Client may terminate upon [____] days' written notice. Client shall pay for accepted Deliverables, work-in-progress, and reasonable wind-down costs.

15.3 Termination for Cause. Either party may terminate if the other materially breaches and fails to cure within [____] days of notice, or becomes insolvent.

15.4 Wind-Down. Upon termination, Provider shall deliver all work product, provide transition assistance for [____] days, return Client Confidential Information, and provide final accounting.

15.5 Survival. Sections 2, 9 (amounts owing), 14, 16, and provisions that by nature should survive.

16. ALASKA-SPECIFIC PROVISIONS

16.1 Governing Law. This SOW shall be governed by the laws of the State of Alaska without regard to conflict-of-laws principles. All disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in the [________________________________] Judicial District, Alaska.

16.2 Statute of Frauds. Pursuant to AS § 09.25.010, agreements not performable within one year require a writing signed by the party to be charged. For contracts involving goods of $500 or more, AS § 45.02.201 applies. This SOW satisfies both requirements.

16.3 Statute of Limitations. Under AS § 09.10.053, the statute of limitations for breach of contract in Alaska is three (3) years for oral contracts and six (6) years for written contracts (AS § 09.10.050). As a written agreement, the six-year limitation applies to this SOW.

16.4 Unfair Trade Practices. The parties acknowledge that the Alaska Unfair Trade Practices and Consumer Protection Act (AS § 45.50.471 et seq.) prohibits unfair methods of competition and unfair or deceptive acts or practices. Neither party shall engage in any practices in connection with this SOW that violate this Act.

16.5 Attorney Fees. Pursuant to Alaska Civil Rule 82, the prevailing party in any civil action is entitled to recover a portion of its reasonable attorney fees. The parties ☐ agree to ☐ do not agree to full contractual fee-shifting, which supersedes the partial fee-shifting under Rule 82.

16.6 Alaska Business License. Provider represents that it holds a valid Alaska business license as required by AS § 43.70.020 and shall maintain such license throughout the term of this SOW.

16.7 Remote Work and Weather Considerations. Given Alaska's geographic and climatic conditions, the parties agree:

(a) Seasonal weather disruptions (including but not limited to winter storms, extreme cold, and limited daylight) shall constitute force majeure events when they prevent performance;
(b) Remote work arrangements are ☐ permitted ☐ required ☐ not applicable for this engagement;
(c) Provider shall account for potential weather-related delays in the Project Timeline and communicate proactively regarding any impact; and
(d) Travel to remote Alaska locations may require additional lead time and expense, which shall be addressed through the expense provisions in Section 10.

16.8 Alaska Native Corporation Considerations. If Client or Provider is an Alaska Native Corporation (ANC) organized under the Alaska Native Claims Settlement Act (43 U.S.C. § 1601 et seq.), the parties shall consider any applicable ANC contracting preferences, reporting requirements, or shareholder benefit provisions.

17. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Statement of Work as of the SOW Effective Date.

CLIENT:

Signature: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

PROVIDER:

Signature: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

18. APPENDICES

Appendix A: Technical Specifications

Appendix B: Assumptions

Appendix C: Dependencies

Appendix D: Risk Register

SOURCES AND REFERENCES

• Alaska Statutes, Title 45 — Trade and Commerce
• AS § 45.02.201 (Statute of Frauds — Goods)
• AS § 09.25.010 (General Statute of Frauds)
• AS § 45.50.471 et seq. (Unfair Trade Practices)
• AS § 09.10.050 (Statute of Limitations — Written Contracts)
• AS § 43.70.020 (Business License Requirement)
• Alaska Civil Rule 82 (Attorney Fees)
• 43 U.S.C. § 1601 et seq. (Alaska Native Claims Settlement Act)
• Uniform Commercial Code, Article 2 — UCC Article 2

This template is for informational purposes only and does not constitute legal advice. Consult a licensed Alaska attorney before using this document.