STATEMENT OF WORK

[// GUIDANCE: Attach to an MSA; SOW only overrides where explicitly stated. Keep scope, deliverables, and timelines precise. California-specific: Ensure worker classification complies with AB 5 (Cal. Lab. Code Sec. 2750.3) and the ABC test from Dynamex Operations West, Inc. v. Superior Court.]

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. California-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).
• California Expense Reimbursement: Pursuant to California Labor Code Section 2802, Client shall indemnify and reimburse Provider's personnel for all necessary expenditures or losses incurred in direct consequence of the discharge of their duties under this SOW, to the extent applicable.

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. Provider represents that its engagement satisfies the ABC test under California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, specifically that Provider: (A) is free from the control and direction of Client in connection with the performance of the work; (B) performs work that is outside the usual course of Client's business; and (C) is customarily engaged in an independently established trade, occupation, or business of the same nature as the work performed.

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.
• CCPA/CPRA Compliance: To the extent Provider processes Personal Information (as defined in the California Consumer Privacy Act, Cal. Civ. Code Sec. 1798.100 et seq., as amended by the California Privacy Rights Act) on behalf of Client, Provider shall process such Personal Information only as a "Service Provider" as defined therein, solely for the business purposes specified in this SOW, and in compliance with all applicable requirements of the CCPA/CPRA and any implementing regulations. Provider shall not sell or share Personal Information, retain, use, or disclose Personal Information for any purpose other than performing the Services, or combine Personal Information with data from other sources except as permitted by the CCPA/CPRA.

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.
• California Work Made for Hire: If Deliverables are designated as "work made for hire," the parties acknowledge that under California Labor Code Section 3351.5(c), such designation alone does not create an employment relationship; the independent contractor relationship is governed by Section 10 above.

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.
• Prompt Payment: Pursuant to California Business and Professions Code Section 7108.5 (if applicable to the engagement), all amounts due upon termination shall be paid within the time periods specified in the MSA or, if not specified, within thirty (30) days of the termination effective date.

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. CALIFORNIA-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 California, 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 [COUNTY], California, and each party irrevocably submits to the personal jurisdiction of such courts.

17.2 California Civil Code Section 1542 Waiver. To the extent any release of claims is contemplated under this SOW or the MSA, each party expressly waives and relinquishes all rights and benefits under California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

17.3 Data Breach Notification. In the event of a breach of security involving Personal Information (as defined in California Civil Code Section 1798.82), Provider shall notify Client in accordance with the timeframes and requirements of California Civil Code Sections 1798.82 and 1798.29.

17.4 Non-Solicitation Limitation. The parties acknowledge that California Business and Professions Code Section 16600 renders void any agreement that restrains anyone from engaging in a lawful profession, trade, or business. Any non-solicitation provisions in the MSA shall be interpreted and enforced only to the extent permitted by California law.

18. SIGNATURES

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

CLIENT:

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

PROVIDER:

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