Delaware Contracts Agreements

Statement of Work (SOW)

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STATEMENT OF WORK

SOW Number: [________________________________]

Effective Date: [__/__/____]

Master Agreement Reference: [________________________________] (if applicable)

PARTIES

CLIENT:

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________], Delaware [____]

County: [________________________________]

Contact Person: [________________________________]

Title: [________________________________]

Email: [________________________________]

Phone: [________________________________]

PROVIDER:

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Contact Person: [________________________________]

Title: [________________________________]

Email: [________________________________]

Phone: [________________________________]

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services as described herein; and

WHEREAS, Provider represents that it possesses the necessary qualifications, experience, and expertise to perform such services in accordance with applicable Delaware professional standards; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider shall perform the work described herein, in compliance with the laws of the State of Delaware;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. PROJECT DESCRIPTION

1.1 Project Title

[________________________________]

1.2 Project Overview

[________________________________]

1.3 Business Objectives

The objectives of this engagement include:

☐ [________________________________]

1.4 Background and Context

[________________________________]

2. SCOPE OF WORK

2.1 Services to Be Performed

Provider shall perform the following services (collectively, the "Services"):

Phase 1: [________________________________]

☐ [________________________________]

Phase 2: [________________________________]

☐ [________________________________]

Phase 3: [________________________________]

☐ [________________________________]

2.2 Specific Tasks and Activities

Task ID	Task Description	Responsible Party	Estimated Hours
[____]	[________________________________]	☐ Provider ☐ Client	[____]
[____]	[________________________________]	☐ Provider ☐ Client	[____]
[____]	[________________________________]	☐ Provider ☐ Client	[____]
[____]	[________________________________]	☐ Provider ☐ Client	[____]
[____]	[________________________________]	☐ Provider ☐ Client	[____]
[____]	[________________________________]	☐ Provider ☐ Client	[____]
[____]	[________________________________]	☐ Provider ☐ Client	[____]
[____]	[________________________________]	☐ Provider ☐ Client	[____]

2.3 Exclusions from Scope

The following items are expressly excluded from this Statement of Work:

☐ [________________________________]

2.4 Out-of-Scope Work Procedures

Any work not specifically described in Section 2.1 or Section 2.2 shall be considered out-of-scope and shall require a written Change Order executed by both Parties prior to commencement.

3. DELIVERABLES

3.1 Deliverables Table

Deliverable ID	Deliverable Description	Format/Medium	Due Date	Acceptance Criteria Reference
D-[____]	[________________________________]	[________________________________]	[__/__/____]	Section 5.[____]
D-[____]	[________________________________]	[________________________________]	[__/__/____]	Section 5.[____]
D-[____]	[________________________________]	[________________________________]	[__/__/____]	Section 5.[____]
D-[____]	[________________________________]	[________________________________]	[__/__/____]	Section 5.[____]
D-[____]	[________________________________]	[________________________________]	[__/__/____]	Section 5.[____]
D-[____]	[________________________________]	[________________________________]	[__/__/____]	Section 5.[____]

3.2 Deliverable Specifications

Deliverable D-[____]: [________________________________]

Description: [________________________________]

Format Requirements: [________________________________]

Technical Specifications: [________________________________]

Quality Standards: [________________________________]

Deliverable D-[____]: [________________________________]

Description: [________________________________]

Format Requirements: [________________________________]

Technical Specifications: [________________________________]

Quality Standards: [________________________________]

Deliverable D-[____]: [________________________________]

Description: [________________________________]

Format Requirements: [________________________________]

Technical Specifications: [________________________________]

Quality Standards: [________________________________]

3.3 Delivery Method

Deliverables shall be provided to Client via:

☐ Email to: [________________________________]

☐ Secure file transfer to: [________________________________]

☐ Physical delivery to: [________________________________]

☐ Cloud storage platform: [________________________________]

☐ Other: [________________________________]

4. MILESTONES AND TIMELINE

4.1 Project Schedule

Milestone ID	Milestone Description	Start Date	End Date	Dependencies
M-[____]	Project Kickoff	[__/__/____]	[__/__/____]	None
M-[____]	[________________________________]	[__/__/____]	[__/__/____]	[____]
M-[____]	[________________________________]	[__/__/____]	[__/__/____]	[____]
M-[____]	[________________________________]	[__/__/____]	[__/__/____]	[____]
M-[____]	[________________________________]	[__/__/____]	[__/__/____]	[____]
M-[____]	[________________________________]	[__/__/____]	[__/__/____]	[____]
M-[____]	Final Delivery and Acceptance	[__/__/____]	[__/__/____]	[____]

4.2 Key Dates

Project Commencement Date: [__/__/____]

Estimated Completion Date: [__/__/____]

Contract Expiration Date: [__/__/____]

4.3 Schedule Assumptions

The project schedule is based on the following assumptions:

☐ Client will provide all required information and approvals within [____] business days of request

☐ Client resources will be available as specified in Section 8

☐ No material changes to scope will occur during the project

☐ [________________________________]

4.4 Schedule Contingencies

In the event of delays caused by Client, the project timeline shall be extended by a period equal to the delay, and any resulting additional costs shall be borne by Client. Provider shall notify Client in writing within [____] business days of becoming aware of any delay or potential delay.

5. ACCEPTANCE CRITERIA

5.1 General Acceptance Standards

All Deliverables shall:

☐ Conform to the specifications set forth in this SOW

☐ Be free from material defects

☐ Meet industry standards for quality and workmanship

☐ Comply with all applicable Delaware and federal laws and regulations

☐ [________________________________]

5.2 Specific Acceptance Criteria by Deliverable

Deliverable D-[____]:

☐ [________________________________]

Deliverable D-[____]:

☐ [________________________________]

Deliverable D-[____]:

☐ [________________________________]

5.3 Acceptance Process

5.3.1 Upon delivery of each Deliverable, Client shall have [____] business days (the "Review Period") to review and either accept or reject the Deliverable.

5.3.2 Acceptance or rejection shall be communicated in writing to Provider.

5.3.3 If Client rejects a Deliverable, Client shall provide written notice specifying in reasonable detail the deficiencies or non-conformities.

5.3.4 Provider shall have [____] business days to cure any identified deficiencies and resubmit the Deliverable.

5.3.5 If Client fails to respond within the Review Period, the Deliverable shall be deemed accepted.

5.4 Final Acceptance

Final acceptance of all Services and Deliverables shall be evidenced by Client's execution of a written acceptance certificate or by Client's payment of the final invoice, whichever occurs first.

6. FEES AND PAYMENT TERMS

6.1 Compensation Structure

☐ Fixed Price: Total contract value of $[________________________________]

☐ Time and Materials:

Hourly rate: $[____]/hour
Estimated hours: [____]
Not-to-exceed amount: $[________________________________]

☐ Milestone-Based Payments: As set forth in Section 6.2

☐ Retainer: Monthly retainer of $[________________________________]

☐ Other: [________________________________]

6.2 Payment Schedule

Payment	Description	Amount	Due Date/Trigger
1	[________________________________]	$[________________________________]	[________________________________]
2	[________________________________]	$[________________________________]	[________________________________]
3	[________________________________]	$[________________________________]	[________________________________]
4	[________________________________]	$[________________________________]	[________________________________]
5	Final Payment	$[________________________________]	Upon Final Acceptance

TOTAL CONTRACT VALUE: $[________________________________]

6.3 Invoicing

6.3.1 Provider shall submit invoices to Client at the address/email specified in the Parties section or as otherwise directed by Client.

6.3.2 Invoices shall include: SOW number, invoice number, invoice date, description of services rendered, hours worked (if applicable), expenses incurred, and total amount due.

6.3.3 Payment shall be due within [____] days of Client's receipt of a proper invoice.

6.4 Expenses

☐ All expenses are included in the fees stated above

☐ Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses, including:

☐ Travel expenses (at [________________________________] rates)

☐ Lodging (not to exceed $[____] per night)

☐ Meals (not to exceed $[____] per day)

☐ Materials and supplies

☐ Other: [________________________________]

Maximum reimbursable expenses: $[________________________________]

6.5 Late Payment — Delaware Statutory Interest

Payments not received within [____] days of the due date shall accrue interest at the rate of [____]% per annum, or, if no rate is specified, at the legal rate of interest in Delaware (currently 5% per annum over the Federal Reserve discount rate under 6 Del. C. § 2301(a)), calculated from the due date until payment is received. Provider shall also be entitled to recover reasonable costs of collection, including attorney's fees, as permitted under Delaware law.

6.6 Taxes

Unless otherwise specified, all fees are exclusive of applicable taxes. Client shall be responsible for all sales, use, and other applicable taxes arising from the Services, except for taxes based on Provider's income. Delaware does not impose a general sales tax; however, Delaware does impose a gross receipts tax on businesses, and each Party is responsible for its own gross receipts tax obligations.

7. CHANGE ORDER PROCESS

7.1 Change Request Initiation

Either Party may request a change to this SOW by submitting a written Change Request to the other Party. The Change Request shall include:

☐ Description of the proposed change

☐ Reason for the change

☐ Impact on scope, timeline, and budget

☐ Any other relevant information

7.2 Change Request Evaluation

7.2.1 Upon receipt of a Change Request, Provider shall evaluate the request and provide Client with a written Change Order proposal within [____] business days.

7.2.2 The Change Order proposal shall specify:

(a) Detailed description of the change

(b) Impact on project schedule

(d) Any modifications to Acceptance Criteria

(e) Any other material impacts

7.3 Change Order Approval

7.3.1 No change shall be implemented until a Change Order has been executed by authorized representatives of both Parties.

7.3.2 Changes agreed to verbally or via email shall not be binding unless subsequently documented in a written Change Order signed by both Parties, consistent with Delaware's Statute of Frauds (6 Del. C. § 2714) for agreements not to be performed within one year.

7.4 Change Order Form

Each Change Order shall include:

Change Order Number: CO-[____]
SOW Reference: [________________________________]
Date: [__/__/____]
Description of Change: [________________________________]
Schedule Impact: [________________________________]
Cost Impact: $[________________________________]
Revised Total Contract Value: $[________________________________]
Authorized Signatures of both Parties

7.5 Emergency Changes

In the event of an emergency requiring immediate action to prevent harm or significant loss, Provider may proceed with reasonable changes without prior written approval, provided that:

(a) Provider notifies Client as soon as practicable

(b) A Change Order is executed within [____] business days following the emergency

8. ASSUMPTIONS AND DEPENDENCIES

8.1 Client Assumptions

This SOW is based on the following assumptions regarding Client:

☐ Client shall provide timely access to necessary personnel, information, systems, and facilities

☐ Client shall designate a primary point of contact with authority to make decisions

☐ Client shall review and approve deliverables within the timeframes specified

☐ Client shall provide complete and accurate information as reasonably requested

☐ Client's existing systems and infrastructure are compatible with the proposed solution

☐ [________________________________]

8.2 Provider Assumptions

This SOW is based on the following assumptions regarding Provider:

☐ Provider has the necessary skills, resources, and expertise to perform the Services

☐ Provider shall assign qualified personnel to the project

☐ Provider shall maintain appropriate insurance coverage throughout the engagement, including professional liability insurance with a carrier authorized to do business in Delaware

☐ [________________________________]

8.3 Technical Assumptions

☐ [________________________________]

8.4 Dependencies

Dependency ID	Description	Responsible Party	Required By Date
DEP-[____]	[________________________________]	☐ Client ☐ Provider ☐ Third Party	[__/__/____]
DEP-[____]	[________________________________]	☐ Client ☐ Provider ☐ Third Party	[__/__/____]
DEP-[____]	[________________________________]	☐ Client ☐ Provider ☐ Third Party	[__/__/____]
DEP-[____]	[________________________________]	☐ Client ☐ Provider ☐ Third Party	[__/__/____]

8.5 Assumption Failure

If any assumption proves to be incorrect or any dependency is not met, Provider shall notify Client promptly, and the Parties shall negotiate in good faith to address any resulting impact on scope, schedule, or budget through the Change Order process.

9. RESOURCES AND PERSONNEL

9.1 Provider Resources

Provider shall assign the following personnel to this engagement:

Role	Name	Responsibilities	Estimated Time Commitment
Project Manager	[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[________________________________]	[____]%

9.2 Key Personnel

The following individuals are designated as Key Personnel and may not be removed or replaced without Client's prior written consent, which shall not be unreasonably withheld:

☐ [________________________________], [Title]

9.3 Personnel Replacement

9.3.1 If any Key Personnel becomes unavailable due to resignation, illness, or other circumstances beyond Provider's control, Provider shall promptly notify Client and propose a replacement of comparable qualifications and experience.

9.3.2 Client shall have [____] business days to approve or reject the proposed replacement.

9.3.3 Provider shall ensure adequate knowledge transfer to any replacement personnel at no additional cost to Client.

9.4 Client Resources

Client shall provide the following resources and personnel:

Role	Name	Responsibilities	Availability
Project Sponsor	[________________________________]	[________________________________]	[________________________________]
Client Project Manager	[________________________________]	[________________________________]	[________________________________]
Subject Matter Expert(s)	[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]	[________________________________]

9.5 Work Location

Services shall be performed at:

☐ Provider's facilities

☐ Client's facilities located at: [________________________________]

☐ Remote/virtual

☐ Combination: [________________________________]

10. PROJECT GOVERNANCE

10.1 Project Management

10.1.1 Provider's Project Manager shall be responsible for day-to-day management of the Services and shall serve as the primary point of contact for Client.

10.1.2 Client's Project Manager shall be responsible for coordinating Client's activities and resources and shall serve as the primary point of contact for Provider.

10.2 Communication Protocols

Status Reports:

Provider shall provide written status reports to Client on a ☐ weekly ☐ bi-weekly ☐ monthly basis. Status reports shall include:

☐ Summary of work completed during the reporting period

☐ Work planned for the next reporting period

☐ Issues, risks, and concerns

☐ Budget and schedule status

☐ Change Order status

☐ Action items requiring Client attention

Status Meetings:

☐ Weekly status meetings on [________________________________] at [____] ☐ AM ☐ PM

☐ Monthly executive reviews on [________________________________]

☐ Ad hoc meetings as needed

10.3 Escalation Procedures

Level 1 — Project Manager Level:

Issues shall first be addressed by the Project Managers. Resolution expected within [____] business days.

Provider Contact: [________________________________]

Client Contact: [________________________________]

Level 2 — Director/Management Level:

If unresolved at Level 1, issues shall be escalated to management. Resolution expected within [____] business days.

Provider Contact: [________________________________]

Client Contact: [________________________________]

Level 3 — Executive Level:

If unresolved at Level 2, issues shall be escalated to executive leadership. Resolution expected within [____] business days.

Provider Contact: [________________________________]

Client Contact: [________________________________]

10.4 Decision Authority

Decision Type	Client Authority	Provider Authority
Scope Changes	[________________________________]	[________________________________]
Budget Changes	[________________________________]	[________________________________]
Schedule Changes	[________________________________]	[________________________________]
Technical Decisions	[________________________________]	[________________________________]
Personnel Changes	[________________________________]	[________________________________]

10.5 Documentation and Records

Provider shall maintain complete and accurate records of all Services performed, including time records, correspondence, meeting minutes, and technical documentation. Such records shall be maintained for a minimum of three (3) years (or the period specified by contractual agreement, up to twenty (20) years for contracts involving at least $100,000 under 10 Del. C. § 8106(c)) consistent with Delaware's statute of limitations and shall be made available to Client upon reasonable request.

11. INTELLECTUAL PROPERTY AND WORK PRODUCT

11.1 Work Product Ownership

All work product, deliverables, inventions, discoveries, improvements, and materials created by Provider in the performance of this SOW (collectively, "Work Product") shall be the sole and exclusive property of Client.

11.2 Assignment of Rights

Provider hereby assigns and agrees to assign to Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein (patents, copyrights, trade secrets, and trademarks).

11.3 Provider Pre-Existing Materials

Provider retains all rights in its pre-existing intellectual property, tools, methodologies, and know-how ("Provider Materials"). To the extent any Provider Materials are incorporated into the Work Product, Provider grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use, modify, and sublicense such Provider Materials solely as part of the Work Product.

11.4 Third-Party Materials

Provider shall not incorporate any third-party materials into the Work Product without Client's prior written consent. If third-party materials are used with Client's approval, Provider shall secure all necessary licenses and rights for Client's intended use.

11.5 Work Made for Hire

To the extent permitted under applicable law, all Work Product that qualifies as a "work made for hire" under the U.S. Copyright Act (17 U.S.C. § 101) shall be deemed a work made for hire.

11.6 Cooperation

Provider shall execute all documents and take all actions reasonably requested by Client to perfect Client's rights in the Work Product.

12. CONFIDENTIALITY

12.1 Definition

"Confidential Information" means any non-public information disclosed by either Party to the other Party in connection with this SOW, whether oral, written, electronic, or visual, including business plans, financial data, technical information, customer lists, trade secrets, and proprietary methodologies.

12.2 Obligations

The receiving Party shall:

(a) Use Confidential Information solely for the purposes of this SOW

(b) Not disclose Confidential Information to any third party without the disclosing Party's prior written consent

(c) Protect Confidential Information with the same degree of care as it uses for its own confidential information, but no less than reasonable care

(d) Limit access to Confidential Information to those employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein

12.3 Exceptions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the receiving Party

(b) Was already in the receiving Party's possession without restriction prior to disclosure

(c) Is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information

(d) Is lawfully received from a third party without restriction on disclosure

(e) Is required to be disclosed by law, regulation, or court order, provided that the receiving Party gives the disclosing Party prompt written notice and cooperates in seeking a protective order

12.4 Delaware Trade Secrets

The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Delaware Uniform Trade Secrets Act (6 Del. C. § 2001 et seq.). Under DUTSA, a trade secret is information that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Misappropriation of trade secrets may give rise to injunctive relief under 6 Del. C. § 2002, damages including actual loss and unjust enrichment under 6 Del. C. § 2003, and in cases of willful and malicious misappropriation, exemplary damages not exceeding twice the actual damages under 6 Del. C. § 2003(b). Actions for misappropriation must be commenced within three (3) years of discovery under 6 Del. C. § 2006. The Court of Chancery has jurisdiction over trade secret disputes and has held that DUTSA preempts common-law claims based on the same alleged misconduct.

12.5 Duration

Confidentiality obligations shall survive termination or expiration of this SOW for a period of [____] years, or, with respect to trade secrets, for so long as such information qualifies as a trade secret under Delaware law.

13. WARRANTY

13.1 Services Warranty

Provider warrants that:

(a) All Services shall be performed in a professional and workmanlike manner consistent with industry standards

(b) All Services shall be performed by qualified personnel with the requisite skills, training, and experience

(d) All Services shall comply with applicable Delaware and federal laws, regulations, and industry standards

13.2 Deliverables Warranty

Provider warrants that all Deliverables shall:

(a) Conform to the specifications and acceptance criteria set forth in this SOW

(b) Be free from material defects in design and workmanship

(d) Not infringe upon any third-party intellectual property rights

13.3 Warranty Period

The warranty period shall be [____] months from the date of Final Acceptance (the "Warranty Period").

13.4 Warranty Remedies

13.4.1 During the Warranty Period, if any Deliverable or Service fails to conform to the warranties set forth herein, Client shall notify Provider in writing of such non-conformance.

13.4.2 Upon receipt of such notice, Provider shall, at no additional cost to Client:

☐ Re-perform the non-conforming Services; and/or

☐ Repair or replace the non-conforming Deliverable

13.4.3 Such remedy shall be completed within [____] business days of Provider's receipt of notice, unless otherwise agreed by the Parties.

13.5 Warranty Exclusions

The warranties set forth herein shall not apply to defects or non-conformances caused by:

(a) Client's misuse, neglect, or improper operation

(b) Modifications made by Client or third parties without Provider's authorization

(d) Client's failure to follow Provider's written instructions or recommendations

(e) Force majeure events

13.6 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SOW, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIS DISCLAIMER SHALL NOT LIMIT OR AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED UNDER APPLICABLE DELAWARE LAW.

14. INDEMNIFICATION

14.1 Provider Indemnification

Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

(a) Provider's breach of any representation, warranty, or obligation under this SOW

(b) Provider's gross negligence or willful misconduct in the performance of Services

(d) Provider's violation of any applicable Delaware or federal law or regulation

(e) Any personal injury or property damage caused by Provider's personnel in the performance of Services

14.2 Client Indemnification

Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

(a) Client's breach of any representation, warranty, or obligation under this SOW

(b) Client's gross negligence or willful misconduct

(d) Any materials or information provided by Client that infringe upon third-party rights

14.3 Indemnification Procedures

14.3.1 The indemnified Party shall give prompt written notice to the indemnifying Party of any claim for which indemnification is sought.

14.3.2 The indemnifying Party shall have the right to control the defense and settlement of any such claim, provided that no settlement shall impose any obligation on the indemnified Party without its prior written consent.

14.3.3 The indemnified Party shall cooperate fully with the indemnifying Party in the defense of any claim.

15. LIMITATION OF LIABILITY

15.1 Cap on Liability

EXCEPT FOR OBLIGATIONS UNDER SECTION 12 (CONFIDENTIALITY), SECTION 14 (INDEMNIFICATION FOR IP INFRINGEMENT), AND PROVIDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS SOW SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS SOW DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM (OR $[________________________________], WHICHEVER IS GREATER).

15.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 Delaware Law Considerations

Nothing in this Section 15 shall be construed to limit any liability that cannot be limited under applicable Delaware law, including liability for fraud or for damages arising from bodily injury or death caused by negligence. The Parties acknowledge that Delaware courts, including the Court of Chancery and the Superior Court, generally enforce contractual limitations of liability and exculpatory clauses in arms-length commercial transactions between sophisticated parties.

16. DELAWARE-SPECIFIC PROVISIONS

16.1 Governing Law

This Statement of Work and all matters arising out of or relating to this SOW shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

16.2 Venue and Jurisdiction

Any action or proceeding arising out of or relating to this SOW shall be brought exclusively in the courts of the State of Delaware located in [________________________________] County, the Delaware Court of Chancery, or the United States District Court for the District of Delaware (Wilmington), and each Party irrevocably submits to the exclusive jurisdiction of such courts.

Common venue selections in Delaware:

Court	Location	Jurisdiction
Court of Chancery	Wilmington (New Castle County)	Equitable relief, contract disputes, business entity matters
Superior Court — New Castle County	Wilmington	General civil jurisdiction, law and fact
Superior Court — Kent County	Dover	General civil jurisdiction, law and fact
Superior Court — Sussex County	Georgetown	General civil jurisdiction, law and fact
U.S. District Court for the District of Delaware	Wilmington	Federal question, diversity jurisdiction

Note: Delaware is unique in that its Court of Chancery, a court of equity with no jury, is a preeminent forum for business and contract disputes, particularly those involving entities formed under Delaware law. The Court of Chancery has jurisdiction over equitable claims including specific performance, injunctive relief, and declaratory judgments. For claims at law requiring a jury trial, the Superior Court has jurisdiction.

16.3 Statute of Frauds Compliance

This SOW is intended to comply with Delaware's Statute of Frauds (6 Del. C. § 2714) and shall be executed in writing and signed by the Parties. Pursuant to 6 Del. C. § 2714, no action shall be brought to charge any person upon any agreement that is not to be performed within the space of one year from the making thereof, unless the agreement upon which such action shall be brought, or some memorandum or note thereof, shall be in writing and signed by the party to be charged therewith.

16.4 Statute of Limitations

The Parties acknowledge that under 10 Del. C. § 8106, actions based on a debt, demand, or right (whether liquidated, unliquidated, or conditional) not otherwise specifically provided for must be brought within three (3) years after the cause of action accrues. However, pursuant to 10 Del. C. § 8106(c), for written contracts involving at least $100,000, the Parties may agree to a limitations period of up to twenty (20) years. The Parties agree that the limitations period for claims under this SOW shall be [____] years from the date the cause of action accrues.

16.5 Electronic Signatures

Consistent with the Delaware Uniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.), the Parties agree that this SOW may be executed by electronic signature, which shall have the same legal effect, validity, and enforceability as an original handwritten signature. Electronic records shall satisfy any requirement that a record be in writing.

16.6 Data Breach Notification

If Provider has access to personal information (as defined by 6 Del. C. § 12B-101) in the course of performing Services:

(a) Provider shall implement and maintain reasonable security measures to protect such information in compliance with Delaware law

(b) In the event of a security breach involving personal information of Delaware residents, Provider shall notify Client within twenty-four (24) hours of discovery

(c) Provider shall cooperate with Client in complying with the notification requirements of 6 Del. C. § 12B-102, which requires notice to affected Delaware residents without unreasonable delay but no later than sixty (60) days after determination of the breach

(d) If the breach affects more than five hundred (500) Delaware residents, Provider shall assist Client in notifying the Delaware Attorney General no later than the time when notice is provided to residents, as required by 6 Del. C. § 12B-102

(e) Provider shall bear the costs of notification and remediation to the extent the breach resulted from Provider's negligence or failure to comply with its obligations hereunder

16.7 Delaware Personal Data Privacy Act

To the extent applicable, both Parties shall comply with the Delaware Personal Data Privacy Act (effective January 1, 2025), including requirements regarding the processing and protection of consumer personal data, data protection assessments, universal opt-out mechanisms, and honoring consumer rights to access, correct, delete, obtain a copy of, and opt out of the sale of personal data, targeted advertising, and profiling.

16.8 Delaware Consumer Fraud Act

The Parties acknowledge that their conduct under this SOW is subject to the Delaware Consumer Fraud Act (6 Del. C. § 2511 et seq.), which prohibits the act, use, or employment of any deception, fraud, false pretense, false promise, misrepresentation, or the concealment, suppression, or omission of any material fact in connection with the sale or advertisement of any merchandise. The Parties shall perform their respective obligations in compliance with applicable consumer protection requirements.

16.9 Court of Chancery Provisions

The Parties acknowledge that the Delaware Court of Chancery is a court of equity and does not empanel juries. If either Party elects to bring an action in the Court of Chancery, such Party expressly waives any right to a jury trial with respect to such action. The Court of Chancery has the authority to award specific performance, injunctive relief, declaratory judgments, and other equitable remedies, and is widely regarded as a forum of expertise for complex business and contractual disputes.

16.10 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY DELAWARE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SOW OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16.11 Attorney's Fees

In any action to enforce this SOW, the prevailing Party shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing Party. The Parties acknowledge that under the "American Rule" as applied in Delaware, each party ordinarily bears its own attorney's fees, and this contractual provision constitutes a knowing exception to that default rule. The Court of Chancery and Superior Court both enforce fee-shifting provisions in commercial contracts.

16.12 Delaware Franchise Tax Considerations

If either Party is a Delaware-formed entity, such Party acknowledges its obligation to remain in good standing with the Delaware Division of Corporations, including timely payment of Delaware franchise taxes under 8 Del. C. § 502 and filing of annual reports. Failure to maintain good standing may affect a Party's capacity to enforce this SOW in Delaware courts.

17. TERMINATION

17.1 Termination for Convenience

Either Party may terminate this SOW for any reason upon [____] days' prior written notice to the other Party.

17.2 Termination for Cause

Either Party may terminate this SOW immediately upon written notice if:

(a) The other Party commits a material breach and fails to cure such breach within [____] days after receiving written notice of the breach

(b) The other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors

17.3 Effect of Termination

Upon termination or expiration of this SOW:

(a) Provider shall promptly cease performance of Services, except as necessary to effect an orderly transition

(b) Provider shall deliver to Client all completed and in-progress Work Product, Deliverables, and Client Confidential Information

(c) Client shall pay Provider for all Services satisfactorily performed and accepted through the effective date of termination, plus any non-cancellable expenses incurred prior to the termination notice

(d) Each Party shall return or destroy the other Party's Confidential Information

17.4 Transition Assistance

Upon request, Provider shall provide reasonable transition assistance to Client for a period of up to [____] days following termination, at Provider's then-current rates. Provider shall cooperate in good faith to minimize disruption to Client's operations.

18. INSURANCE

18.1 Provider Insurance Requirements

Provider shall maintain, at its own expense, the following insurance coverage during the term of this SOW and for [____] year(s) thereafter, with carriers authorized to do business in the State of Delaware:

Coverage Type	Minimum Amount
Commercial General Liability	$[________________________________] per occurrence / $[________________________________] aggregate
Professional Liability (E&O)	$[________________________________] per claim / $[________________________________] aggregate
Workers' Compensation	Statutory limits as required by Delaware Workers' Compensation Act (19 Del. C. Chapter 23)
Employer's Liability	$[________________________________] per accident
Automobile Liability (if applicable)	$[________________________________] combined single limit
Cyber Liability (if applicable)	$[________________________________] per occurrence
Umbrella/Excess Liability	$[________________________________]

18.2 Delaware Workers' Compensation

Provider acknowledges that Delaware operates a competitive workers' compensation insurance market. Employers are required to maintain workers' compensation coverage under the Delaware Workers' Compensation Act (19 Del. C. § 2301 et seq.) and may obtain coverage from any insurance carrier or agency licensed to write in Delaware. The Delaware Compensation Rating Bureau (DCRB) administers the assigned risk/residual market for employers unable to obtain coverage in the voluntary market. Provider shall maintain current and compliant workers' compensation coverage for all personnel performing Services under this SOW.

18.3 Certificates of Insurance

Provider shall furnish Client with certificates of insurance evidencing the coverage required herein prior to commencement of Services and upon renewal. Certificates shall name Client as an additional insured under the commercial general liability and umbrella/excess policies.

18.4 No Limitation of Liability

Maintenance of insurance shall not limit Provider's liability under this SOW.

19. DISPUTE RESOLUTION

19.1 Negotiation

The Parties shall first attempt to resolve any dispute arising out of or relating to this SOW through good-faith negotiation between their designated representatives for a period of [____] business days.

19.2 Mediation

If negotiation fails, the Parties agree to submit the dispute to non-binding mediation administered by ☐ the American Arbitration Association (AAA) ☐ JAMS ☐ a mutually agreed mediator in [________________________________] County, Delaware. The costs of mediation shall be shared equally.

19.3 Arbitration (if selected)

☐ Binding Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration administered by ☐ AAA ☐ JAMS in [________________________________] County, Delaware, in accordance with the applicable rules. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction in Delaware.

☐ Litigation: If mediation fails, either Party may pursue litigation in the courts specified in Section 16.2.

19.4 Injunctive Relief

Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction, including the Delaware Court of Chancery, to prevent irreparable harm, including but not limited to breaches of confidentiality, intellectual property infringement, or misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act (6 Del. C. § 2001 et seq.).

19.5 Continued Performance

Unless otherwise agreed, the Parties shall continue to perform their obligations under this SOW during the pendency of any dispute resolution proceedings.

20. GENERAL PROVISIONS

20.1 Entire Agreement

This SOW, together with any Master Agreement referenced herein and all exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

20.2 Amendments

This SOW may not be modified except by a written instrument signed by authorized representatives of both Parties.

20.3 Severability

If any provision of this SOW is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction in Delaware, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent of the original.

20.4 Waiver

No waiver of any provision of this SOW shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.

20.5 Assignment

Neither Party may assign this SOW without the prior written consent of the other Party, except that either Party may assign this SOW to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any assignment in violation of this provision shall be void.

20.6 Independent Contractor

Provider is an independent contractor and nothing in this SOW shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Provider shall be solely responsible for the compensation, benefits, and tax obligations of its personnel.

20.7 Force Majeure

Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, epidemic, government restrictions, natural disaster, fire, flood, earthquake, power failure, internet outage, or labor dispute (each, a "Force Majeure Event"). The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the impact.

20.8 Notices

All notices shall be in writing and delivered to the addresses set forth in the Parties section by:

☐ Personal delivery

☐ Certified mail, return receipt requested (U.S. Postal Service)

☐ Overnight courier with tracking (e.g., FedEx, UPS)

☐ Email (with read receipt or delivery confirmation)

Notices shall be deemed received upon actual receipt (personal delivery), three (3) business days after mailing (certified mail), one (1) business day after deposit (overnight courier), or upon confirmed delivery (email).

20.9 Counterparts

This SOW may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile, PDF, and electronic signatures shall be deemed originals for all purposes.

20.10 Survival

The provisions of Sections 11 (Intellectual Property), 12 (Confidentiality), 13 (Warranty), 14 (Indemnification), 15 (Limitation of Liability), 16 (Delaware-Specific Provisions), and 20 (General Provisions) shall survive the expiration or termination of this SOW.

20.11 No Third-Party Beneficiaries

This SOW is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein shall confer any rights or remedies upon any third party.

20.12 Compliance with Laws

Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of its obligations under this SOW, including but not limited to Delaware employment laws, tax obligations, and anti-discrimination statutes.

21. EXHIBITS AND ATTACHMENTS

The following exhibits and attachments are incorporated by reference and made a part of this SOW:

☐ Exhibit A: Detailed Technical Specifications

☐ Exhibit B: Project Schedule (Gantt Chart)

☐ Exhibit C: Rate Card / Fee Schedule

☐ Exhibit D: Insurance Requirements

☐ Exhibit E: [________________________________]

☐ Exhibit F: [________________________________]

22. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Statement of Work as of the Effective Date first written above.

CLIENT:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

PROVIDER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CHANGE ORDER LOG

CO #	Date	Description	Cost Impact	Schedule Impact	Approved By
CO-001	[__/__/____]	[________________________________]	$[____]	[____] days	[____]
CO-002	[__/__/____]	[________________________________]	$[____]	[____] days	[____]
CO-003	[__/__/____]	[________________________________]	$[____]	[____] days	[____]

This Statement of Work is subject to all terms and conditions of the Master Agreement between the Parties dated [__/__/____], if any. In the event of any conflict between this SOW and the Master Agreement, the Master Agreement shall control unless this SOW expressly states otherwise.

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Last updated: March 2026