Statement of Work (SOW) - California

STATEMENT OF WORK

California project

SOW number: [________________________________]

Effective date: [__/__/____]

Controlling agreement: [title] dated [__/__/____] between [________________________________] and [________________________________] (the "Agreement")

Client: [________________________________]

Client mailing address: [________________________________]

Provider: [________________________________]

Provider mailing address: [________________________________]

1. Project summary

2. Scope

2.1 Included services

Provider shall perform only these services:

1. [________________________________]
2. [________________________________]
3. [________________________________]

2.2 Excluded work

The following are outside scope unless added through Section 12:

• [________________________________]
• [________________________________]
• [________________________________]

2.3 Locations and service windows

Work locations: [________________________________]

Remote or onsite requirements: [________________________________]

Service hours, time zone, and holiday calendar: [________________________________]

Travel authorization and reimbursement rules: [________________________________]

3. Deliverables and acceptance

3.1 Review procedure

Within [____] business days after receipt, Client shall provide either:

☐ written acceptance; or

☐ one consolidated notice identifying each unmet acceptance criterion with supporting detail.

Silence ☐ constitutes acceptance after [____] business days ☐ does not constitute acceptance.

Provider shall address a supported rejection within [____] business days / under this agreed schedule: [________________________________]. The Parties shall repeat the review only for the corrected or affected portion unless they agree otherwise.

Acceptance does not waive a warranty expressly stated in Section 14 or a latent defect that the review could not reasonably reveal, subject to the Agreement.

4. Milestones and dependencies

Critical dependencies, third parties, and lead times: [________________________________]

Assumptions used for schedule or price: [________________________________]

If an assumption proves inaccurate, the affected Party shall notify the other promptly. Schedule, scope, or price changes require the Section 12 process unless the completed Agreement expressly provides another mechanism.

5. Client responsibilities

Client shall provide:

• timely access to the people, sites, systems, data, equipment, credentials, and decisions listed here: [________________________________];
• content, specifications, approvals, and test resources listed here: [________________________________];
• a safe and authorized work environment for onsite work; and
• confirmation that materials Client supplies may be used for the project as contemplated by this SOW.

Client decision times and escalation path: [________________________________]

Effect of Client delay on schedule and charges: [________________________________]

6. Provider team and subcontractors

Key-person replacement process: [________________________________]

Approved subcontractors and their roles: [________________________________]

The Parties shall not rely on this SOW alone to determine employee, independent-contractor, joint-employer, agency, tax, licensing, or professional status. They shall obtain review appropriate to the actual working relationship and services.

7. Fees and invoicing

Select and complete the applicable model:

☐ Fixed fee: $[____________], payable by milestone as follows: [________________________________]

☐ Time and materials: rates in [rate card / schedule: ________________________________], subject to ☐ no ceiling ☐ a not-to-exceed amount of $[____________] without an approved change.

☐ Recurring fee: $[____________] per [month / quarter / other: ________________________________].

☐ Other: [________________________________]

7.1 Invoice schedule

Invoice timing: [________________________________]

Required invoice detail and supporting records: [________________________________]

Date by which Provider must submit its list of services for Client's internal payment processing, if Cal. Bus. & Prof. Code § 18103 applies: [__/__/____] or [RECURRING CALENDAR DATE]

Payment date or method for determining it: [________________________________]

Itemized value of each service and compensation rate and method: [________________________________]

Client billing contact and delivery method: [________________________________]

Payment, dispute, late-charge, tax, withholding, and collection terms are governed by ☐ the Agreement ☐ this completed provision: [________________________________].

If Provider and Client meet the definitions of freelance worker and hiring party in Cal. Bus. & Prof. Code § 18101, the signed Agreement and this SOW shall include the parties' mailing addresses, itemized services and their value, compensation rate and method, payment date or determining mechanism, and service-list submission date. Client shall give Provider a signed copy and retain the written contract for at least four years. If no payment date is specified, Client shall pay no later than 30 days after completion of the covered services. Once work begins, Client shall not condition timely payment on less compensation, extra goods or services, or additional intellectual-property rights. Cal. Bus. & Prof. Code §§ 18102-18103.

7.2 Expenses

☐ No expenses are reimbursable.

☐ The following documented expenses are reimbursable, subject to advance approval above $[____________]: [________________________________].

Travel policy or limits: [________________________________]

8. Tools, assets, and environments

Development, test, and production environments: [________________________________]

Access approval, least-privilege, credential, logging, and offboarding requirements: [________________________________]

Open-source, third-party, or artificial-intelligence tools requiring advance approval: [________________________________]

9. Data, privacy, and security

9.1 Data inventory

Prohibited data: [________________________________]

9.2 Controls and incidents

Required administrative, technical, and physical safeguards: [________________________________]

Security testing and evidence: [________________________________]

Incident definition, reporting contact, and contractual notice target: [________________________________]

Investigation, containment, communications, remediation, and cost allocation: [________________________________]

No fixed legal notification deadline or universal security standard is stated in this SOW. The Parties shall identify governing requirements from the actual data, people, systems, industries, locations, and roles before processing begins.

10. Service levels, if applicable

Maintenance windows, severity definitions, escalation contacts, and reporting: [________________________________]

Service credits are ☐ the sole contractual remedy for the measured failure ☐ not the sole remedy ☐ governed by the Agreement.

11. Intellectual property and deliverable rights

11.1 Asset register

Background materials, project materials, deliverables, feedback, data, configurations, documentation, inventions, and third-party components shall be treated under ☐ the Agreement ☐ this signed allocation: [________________________________].

Any assignment, license grant, further-assurances duty, moral-right treatment, source-code delivery, escrow, attribution, publicity, or portfolio permission must be stated expressly in the Agreement or here: [________________________________].

The Parties shall not rely on payment alone, delivery alone, or the phrase "work made for hire" alone as a complete ownership allocation.

12. Change control

Either Party may submit a change request containing:

• requested scope or assumption change;
• reason and priority;
• affected deliverables, dependencies, data, security, rights, staffing, schedule, fees, and acceptance criteria;
• temporary work direction, if any; and
• requested decision date.

No change is effective until authenticated by the representatives authorized below, except an emergency instruction expressly permitted by the Agreement. Work performed before approval is handled as follows: [________________________________].

Client change approver: [________________________________]

Provider change approver: [________________________________]

13. Reporting and governance

Status-report content and frequency: [________________________________]

Meeting schedule and attendees: [________________________________]

Issue, risk, action, and decision logs: [________________________________]

Operational escalation path and response targets: [________________________________]

The project team may make day-to-day decisions within approved scope and budget. Only authorized representatives may change this SOW or the Agreement.

14. Warranty, support, and correction

Select and complete:

☐ No project-specific warranty; the Agreement controls.

☐ For [____] days after acceptance, Provider shall correct a reproducible failure to meet the written acceptance criteria, subject to these exclusions and procedure: [________________________________].

☐ Additional warranty: [________________________________].

Support period, hours, channels, response targets, fees, and transition to ongoing support: [________________________________]

15. Suspension, termination, and wind-down

Suspension and termination rights are governed by ☐ the Agreement ☐ this completed provision: [________________________________].

On wind-down, the Parties shall address:

• work in progress and partially completed deliverables;
• final acceptance, invoice, expense, and refund calculations;
• return, transfer, export, retention, and deletion of data and assets;
• credential removal and access revocation;
• transition assistance, knowledge transfer, and rates;
• third-party licenses and commitments; and
• surviving confidentiality, use, payment, warranty, audit, and record duties.

Wind-down owner and schedule: [________________________________]

16. Document hierarchy and overrides

If this SOW conflicts with the Agreement, select one:

☐ The Agreement controls.

☐ This SOW controls only for the specifically identified overrides below.

The Parties do not intend this SOW by itself to establish an arbitration agreement, jury waiver, exclusive forum, indemnity, liability cap, consequential-damages exclusion, insurance obligation, or governing-law rule. Any intended project-specific override must be completed and authenticated in the Agreement or identified above.

17. California implementation checklist

Before signing:

☐ Counsel confirmed the Agreement's governing law, forum, dispute, remedy, and signature terms for this California project.

☐ The Parties identified all work and data locations, regulated services, professional or contractor licenses, permits, taxes, employment issues, public-entity requirements, and customer-specific flow-down terms.

☐ Project insurance requirements and evidence are stated in the Agreement or here: [________________________________].

☐ All exhibits, rate cards, security schedules, diagrams, policies, and change requests incorporated into this SOW are attached and versioned.

☐ Every bracket, alternative, and blank has been completed or deliberately marked not applicable.

18. Signatures

By signing, each Party's authorized representative agrees to this completed SOW under the Agreement.

Client

Provider

Attachments

☐ Project plan and milestone schedule

☐ Deliverable specifications and acceptance tests

☐ Fee and rate schedule

☐ Data and security schedule

☐ Architecture or workflow diagram

☐ Service-level schedule

☐ Asset and intellectual-property register

☐ Approved subcontractor list

☐ Other: [________________________________]