Statement of Work (SOW) - California

STATEMENT OF WORK — CALIFORNIA

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. California-Specific Provisions
17. Signatures
18. Appendices

1. PARTIES AND RECITALS

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

Service Provider ("Provider"):
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
California Secretary of State 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 California law, including the California Commercial Code and California Civil Code;

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 terms of 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 used but 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.
• "Personal Information" has the meaning set forth in the California Consumer Privacy Act (Cal. Civ. Code § 1798.140(v)).
• "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. Provider shall exercise commercially reasonable efforts to meet deadlines. Deliverables must conform to the specifications and Acceptance Criteria herein, consistent with Cal. Com. Code § 2601 (buyer's rights on improper delivery).

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 promptly, consistent with the implied covenant of good faith and fair dealing under California law.

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 comparable replacement within [____] business days.

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

8.4 Independent Contractor Classification (California). The parties acknowledge that under Cal. Lab. Code § 2750.3 (AB 5) and the ABC test established by the California Supreme Court in Dynamex Operations West, Inc. v. Superior Court (2018), individuals performing services must satisfy all three prongs of the ABC test to be classified as independent contractors rather than employees. Provider represents that its personnel assigned to this SOW are properly classified under applicable California law.

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 month or the maximum permitted under California law (Cal. Civ. Code § 3289), whichever is less.

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.

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. Consistent with Cal. Com. Code § 2209, modifications require mutual written agreement. No oral modifications are enforceable. Cal. Civ. Code § 1624 (statute of frauds) requires written evidence for agreements not performable within one year.

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. During the Warranty Period, Provider shall correct non-conforming Deliverables at no additional cost, 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 CAL. COM. CODE §§ 2314 AND 2315.

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. CALIFORNIA-SPECIFIC PROVISIONS

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

16.2 Statute of Frauds. Pursuant to Cal. Civ. Code § 1624, agreements not performable within one year require a writing. This SOW satisfies that requirement.

16.3 Attorney Fees. Pursuant to Cal. Civ. Code § 1717, in any action to enforce this SOW, the prevailing party shall be entitled to recover reasonable attorney fees and costs.

16.4 CCPA/CPRA Compliance. If Provider processes Personal Information (as defined in Cal. Civ. Code § 1798.140(v)) of California residents in connection with this SOW:

(a) Provider shall process Personal Information only as necessary to perform the services and for the business purposes specified herein;
(b) Provider shall not sell or share Personal Information;
(c) Provider shall implement reasonable security measures consistent with Cal. Civ. Code § 1798.100 et seq.;
(d) Provider shall cooperate with Client in responding to consumer rights requests under the CCPA/CPRA;
(e) Provider shall certify that it understands the restrictions in this Section and shall comply with them; and
(f) Client may monitor Provider's compliance and Provider shall assist with audits upon reasonable request.

16.5 Independent Contractor Status. The parties acknowledge California's ABC test for independent contractor classification (Cal. Lab. Code § 2750.3; Dynamex Operations West, Inc. v. Superior Court (2018) 4 Cal.5th 903). Provider represents that all personnel assigned to this SOW are properly classified under California law. Provider shall indemnify Client against any claims arising from misclassification of Provider's personnel.

16.6 Unfair Competition. The parties acknowledge that Cal. Bus. & Prof. Code § 17200 prohibits any unlawful, unfair, or fraudulent business act or practice. Neither party shall engage in any practices in connection with this SOW that violate the Unfair Competition Law.

16.7 Prevailing Wage. If the services under this SOW constitute "public works" as defined in Cal. Lab. Code § 1720, Provider shall comply with all prevailing wage requirements, including payment of prevailing wages, maintenance of certified payroll records, and registration with the California Department of Industrial Relations.

16.8 California Sales and Use Tax. Provider shall separately state on each invoice any California sales or use tax applicable to the Deliverables or services. Client shall provide a valid resale certificate or exemption documentation if applicable.

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

• California Commercial Code (Division 2 — Sales)
• Cal. Civ. Code § 1624 (Statute of Frauds)
• Cal. Civ. Code § 1717 (Attorney Fees)
• Cal. Civ. Code § 1798.100 et seq. (CCPA/CPRA)
• Cal. Bus. & Prof. Code § 17200 (Unfair Competition Law)
• Cal. Lab. Code § 2750.3 (AB 5 — Independent Contractor Classification)
• Dynamex Operations West, Inc. v. Superior Court (2018) 4 Cal.5th 903
• Uniform Commercial Code, Article 2 — UCC Article 2

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