STATEMENT OF WORK

[// GUIDANCE: Attach to an MSA; SOW only overrides where explicitly stated. Keep scope, deliverables, and timelines precise. Florida-specific: Ensure compliance with FIPA for data handling and review restrictive covenant enforceability under Fla. Stat. Sec. 542.335.]

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. Florida-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).
• Florida Sales Tax: The parties acknowledge that certain services may be subject to Florida sales tax pursuant to Fla. Stat. Ch. 212. Unless otherwise specified, fees stated herein are exclusive of applicable sales tax, which shall be added to invoices as required by law.

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.
• Independent Contractor Status: Provider and its personnel are engaged as independent contractors and not employees of Client. The parties intend that Provider controls the manner and means of performing the Services and is engaged in an independent business providing similar services to others. The engagement is structured to satisfy Florida's common law test for independent contractor status.

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.
• FIPA Compliance: To the extent Provider has access to Personal Information (as defined in the Florida Information Protection Act, Fla. Stat. Section 501.171), Provider shall implement reasonable measures to protect and secure such data, including encryption of Personal Information in electronic form while in transit over public networks and while at rest in storage.

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.

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.

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. FLORIDA-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 Florida, 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], Florida, and each party irrevocably submits to the personal jurisdiction of such courts.

17.2 FDUTPA Waiver. Each party represents that it is entering into this SOW in the course of its business and has independently evaluated the commercial terms herein. To the maximum extent permitted by law, each party waives any claims under the Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. Sections 501.201-501.213) arising from this SOW, and agrees that any disputes shall be resolved through the dispute resolution procedures in the MSA.

17.3 Data Breach Notification. In the event of a breach of security affecting Personal Information (as defined in Fla. Stat. Section 501.171), Provider shall notify Client no later than ten (10) days following determination of the breach or reason to believe a breach occurred. Provider shall cooperate with Client's investigation and compliance obligations under FIPA, including any required notification to the Florida Department of Legal Affairs and affected individuals.

17.4 Restrictive Covenants. Any non-compete, non-solicitation, or other restrictive covenants in the MSA or this SOW are intended to protect legitimate business interests as defined in Fla. Stat. Section 542.335 and shall be enforced in accordance with Florida law. The parties acknowledge that Florida courts may modify overly broad restrictions to render them reasonable and enforceable.

17.5 Hurricane/Force Majeure. Given Florida's susceptibility to hurricanes and tropical storms, the parties acknowledge that declared states of emergency by federal, state, or local authorities shall constitute force majeure events, and affected deadlines shall be extended for the duration of the emergency plus a reasonable recovery period.

17.6 E-Verify. If this SOW involves the provision of labor or services and Client is a public employer or contractor subject to Fla. Stat. Section 448.095, Provider certifies that it uses the E-Verify system to verify the employment eligibility of all newly hired employees and shall require the same of its subcontractors.

17.7 Public Records. If Client is a public agency subject to Florida's Public Records Law (Fla. Stat. Ch. 119), Provider shall comply with all applicable public records requirements, including keeping and maintaining public records required by Client to perform the Services, providing such records to Client upon request, and ensuring that public records that are exempt or confidential are not disclosed.

18. SIGNATURES

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

CLIENT:

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

PROVIDER:

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