STATEMENT OF WORK

TABLE OF CONTENTS

1. Project Overview
2. Scope of Services
3. Deliverables and Acceptance Criteria
4. Assumptions and Dependencies
5. Project Schedule and Milestones
6. Fees and Expenses
7. Service Levels (if applicable)
8. Change Control
9. Client Responsibilities
10. Personnel and Subcontractors
11. Location and Tools
12. Data and Security Requirements
13. Intellectual Property and License
14. Warranty and Support Period
15. Termination and Wind-Down
16. Document Hierarchy
17. Alabama-Specific Provisions
18. Signatures

1. PROJECT OVERVIEW

• Project name and description; business objectives; success metrics; key stakeholders.

2. SCOPE OF SERVICES

• In-scope tasks: [LIST].
• Out-of-scope tasks: [LIST].
• Methods/approach; deliverable formats; iteration limits (e.g., up to [X] revision cycles per deliverable).

3. DELIVERABLES AND ACCEPTANCE CRITERIA

Acceptance Process. Client shall review each Deliverable within [5] Business Days of delivery ("Review Period") and provide written acceptance or a rejection notice identifying specific deficiencies against the Acceptance Criteria. Failure to respond within the Review Period results in deemed acceptance.

Cure Cycle. Upon rejection, Provider will have [10] Business Days to cure and redeliver. Client may reject a maximum of [2] times per Deliverable; thereafter either party may escalate under Section 8 (Change Control) or the dispute process in the MSA.

4. ASSUMPTIONS AND DEPENDENCIES

• Environment, data, access, third-party tools/licenses, and client inputs required.
• Assumptions that affect pricing/timing.

5. PROJECT SCHEDULE AND MILESTONES

• Timeline with milestones, dates, and responsible party.
• Critical path items and slack; project management cadence.

6. FEES AND EXPENSES

• Fee basis (T&M, fixed, milestone); rate card; milestone payments; expense policy; taxes.
• Invoicing frequency; late payment per MSA; expenses pre-approval thresholds.
• Early termination true-up: fees earned through termination effective date plus non-cancellable committed costs (see Section 15).

7. SERVICE LEVELS (IF APPLICABLE)

• Uptime/response/resolution targets; measurement methods; service credits if applicable.

8. CHANGE CONTROL

Process. Either party may submit a change request (CR) describing requested changes. Provider will supply impact analysis (scope, schedule, fees). No change is effective without signed CR.
Disputes. If parties cannot agree on a CR within [X] days, either may escalate per the MSA; existing scope continues under current terms.

9. CLIENT RESPONSIBILITIES

• Points of contact; decision timelines; approvals; facilities/equipment; data provision.
• Timely feedback within Review Periods; access to SMEs; coordination with third parties.

10. PERSONNEL AND SUBCONTRACTORS

• Key personnel, roles, backfill/notice requirements; subcontractor use and approvals.
• Worker Classification Acknowledgment: The parties acknowledge that Provider and its personnel providing services under this SOW are engaged as independent contractors and not employees of Client.

11. LOCATION AND TOOLS

• Onsite/remote expectations; travel requirements; tools/platforms to be used.
• Security requirements for remote access and approved collaboration tools.

12. DATA AND SECURITY REQUIREMENTS

• Data classification; access controls; security configurations; privacy requirements; return/deletion at project end.
• Incident notification timelines and contacts; encryption standards; logging where applicable.

13. INTELLECTUAL PROPERTY AND LICENSE

• Background IP: Each party retains ownership of its pre-existing materials and tools.
• Deliverables: [Select one: (a) Work Made for Hire and assigned to Client; (b) Licensed to Client].
• Provider Materials/Open Source: Provider grants Client a [perpetual/non-exclusive] license to use Provider Materials embedded in the Deliverables solely to use and receive the benefit of the Deliverables/Services; Open Source disclosed and governed by its licenses.
• Client Materials: Remain Client property; licensed to Provider for performance of the SOW.

14. WARRANTY AND SUPPORT PERIOD

• Provider warrants that Deliverables will conform to the Acceptance Criteria for [30/60/90] days after acceptance ("Warranty Period").
• During the Warranty Period, Provider will remediate nonconformities at no additional charge.
• Post-Warranty support (if any) per [Support Addendum/Rate Card].

15. TERMINATION AND WIND-DOWN

• Termination for convenience (if allowed under MSA): Client pays for work performed through the effective termination date plus approved non-cancellable expenses.
• Transition assistance (optional): up to [X] hours/days at [rate] to hand off work in progress.

16. DOCUMENT HIERARCHY

• In case of conflict, the MSA governs except where this SOW expressly states otherwise; this SOW governs over purchase orders or other ancillary documents unless explicitly incorporated.

17. ALABAMA-SPECIFIC PROVISIONS

17.1 Governing Law and Venue. This SOW shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to this SOW shall be brought exclusively in the state or federal courts located in Jefferson County (Birmingham), Alabama, and each party irrevocably submits to the personal jurisdiction of such courts.

17.2 Alabama Consumer Protection. Nothing in this SOW limits any rights a party may have under the Alabama Deceptive Trade Practices Act (Ala. Code sections 8-19-1 to 8-19-15), to the extent applicable.

17.3 Data Breach Notification. In the event of a breach of security involving sensitive personally identifying information (as defined in Ala. Code section 8-38-2), Provider shall notify Client in accordance with the Alabama Data Breach Notification Act (Ala. Code sections 8-38-1 to 8-38-12).

17.4 Electronic Signatures. This SOW may be executed electronically in accordance with the Alabama Uniform Electronic Transactions Act (Ala. Code sections 8-1A-1 to 8-1A-20). Electronic signatures shall have the same legal effect as original signatures.

17.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY ALABAMA LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS SOW OR THE UNDERLYING AGREEMENT.

18. SIGNATURES

• Execution blocks for both parties; effective date of this SOW.

CLIENT:

Signature: ___________________________
Name: [___]
Title: [___]
Date: [___]

PROVIDER:

Signature: ___________________________
Name: [___]
Title: [___]
Date: [___]