Statement of Work (SOW) - Arkansas

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. Arkansas-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. 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.

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.

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). Provider will supply impact analysis. No change effective without signed CR.
Disputes. If parties cannot agree within [X] days, either may escalate per the MSA.

9. CLIENT RESPONSIBILITIES

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

10. PERSONNEL AND SUBCONTRACTORS

• Key personnel, roles, backfill/notice requirements; subcontractor use and approvals.
• Relationship Election: The Parties intend Provider to perform as an independent contractor. This contractual label does not override worker-classification law applicable to the actual relationship.

11. LOCATION AND TOOLS

• Onsite/remote expectations; travel requirements; tools/platforms to be used.

12. DATA AND SECURITY REQUIREMENTS

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

13. INTELLECTUAL PROPERTY AND LICENSE

• Background IP: Each party retains ownership of its pre-existing materials.
• Deliverables: [Select one: (a) assignment of Provider-controlled rights under a separate IP schedule; (b) license to Client; (c) no transfer beyond the use rights stated in the MSA].
• Provider Materials/Open Source: Provider grants Client a [perpetual/non-exclusive] license.

14. WARRANTY AND SUPPORT PERIOD

• Provider warrants Deliverables will conform to Acceptance Criteria for [30/60/90] days after acceptance.
• Post-Warranty support per [Support Addendum/Rate Card].

15. TERMINATION AND WIND-DOWN

• Termination for convenience: Client pays for work performed plus approved non-cancellable expenses.
• Transition assistance (optional): up to [X] hours/days at [rate].

16. DOCUMENT HIERARCHY

• MSA governs except where this SOW expressly states otherwise.

17. ARKANSAS-SPECIFIC PROVISIONS

17.1 Governing Law and Forum. This SOW shall be governed by Arkansas law. Subject to applicable jurisdiction and venue rules, the exclusive forum shall be ☐ the state courts located in [COUNTY] County, Arkansas; ☐ the United States District Court for the [EASTERN/WESTERN] District of Arkansas; or ☐ [OTHER AGREED FORUM: ________________________________].

17.2 Arkansas Breach Role Map. For each covered data category, the MSA, DPA, or this SOW shall identify whether each Party acquires, owns, licenses, or merely maintains the data. Under Ark. Code Ann. § 4-110-105:

• A Party that merely maintains covered computerized data it does not own shall notify the owner or licensee immediately following discovery of a qualifying breach.
• The identified owner or licensee shall control required Arkansas-resident notice and shall provide it in the most expedient time and manner possible and without unreasonable delay, subject to the statute's law-enforcement and system-integrity provisions.
• The Party responsible under § 4-110-105(b)(2) shall notify the Arkansas Attorney General when more than one thousand (1,000) individuals are affected, at the time affected individuals are notified or within forty-five (45) days after the required harm determination, whichever occurs first.
• A Party making a written breach determination shall retain it and its supporting documentation for five (5) years as § 4-110-105(g) requires.

17.3 Counterparts and Electronic Execution. The Parties may execute this SOW in counterparts and may agree to conduct this transaction by electronic means. Each signatory intends an agreed electronic signature to authenticate this SOW. Nothing in this clause requires a Party to use electronic records or signatures for a transaction it has not agreed to conduct electronically.

17.4 No Predispute Jury Waiver. This SOW does not waive either Party's right to a jury trial. In Tilley v. Malvern National Bank, 2017 Ark. 343, the Arkansas Supreme Court held predispute contractual jury waivers unenforceable under Ark. Const. art. 2, § 7. Ark. Code Ann. § 16-30-104 creates an exception only for a written provision in a contract to borrow or lend money; this services SOW is not drafted as such a contract. If the Parties select arbitration, counsel should use a complete arbitration clause rather than add a jury-waiver clause.

18. SIGNATURES

CLIENT:

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

PROVIDER:

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

Sources and References

• Arkansas Constitution, 2025 edition (official Secretary of State compilation) — art. 2, § 7.
• Tilley v. Malvern National Bank, 2017 Ark. 343 (official Arkansas Supreme Court opinion) — predispute contractual jury-waiver rule.
• Tilley v. Malvern National Bank, 2019 Ark. 376 (official Arkansas Supreme Court opinion) — quotes Act 13 of 2018 and Ark. Code Ann. § 16-30-104.
• Act 1526 of 2005 (official enacted act) and Act 1030 of 2019 (official enacted act) — Ark. Code Ann. § 4-110-105 breach roles, timing, Attorney General notice, and retention.