Statement of Work (SOW) - New York

STATEMENT OF WORK — NEW YORK

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. New York-Specific Provisions
17. Signatures
18. Appendices

1. PARTIES AND RECITALS

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

Service Provider ("Provider"):
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
NY DOS 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 New York law, including the New York Uniform Commercial Code and the New York General Obligations Law;

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 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 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.
• "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. Deliverables must conform to the specifications and Acceptance Criteria herein. Pursuant to N.Y. UCC § 2-601, Client retains the right to reject non-conforming Deliverables. Under N.Y. UCC § 2-202, this SOW constitutes the final written expression of the parties' agreement regarding the subject matter herein.

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. New York law imposes an implied covenant of good faith and fair dealing in every contract. See Dalton v. Educational Testing Service, 87 N.Y.2d 384 (1995).

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 a comparable replacement within [____] business days.

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

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 annum or the maximum permitted under New York law (N.Y. Gen. Oblig. Law § 5-501; maximum rate of 16% per annum under N.Y. Banking Law § 14-a), whichever is less. Under N.Y. UCC § 2-609, a party may demand adequate assurance of performance when reasonable grounds for insecurity arise.

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. Per N.Y. UCC § 2-209, an agreement to modify a contract needs no consideration to be binding. However, if the original agreement excludes modification except by signed writing, no modification is enforceable unless in signed writing. N.Y. Gen. Oblig. Law § 5-701 (statute of frauds) requires written evidence for agreements not performable within one year. N.Y. Gen. Oblig. Law § 15-301 further provides that written agreements containing a no-oral-modification clause cannot be modified orally.

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. Provider shall correct non-conforming Deliverables at no additional cost during the Warranty Period, 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 N.Y. UCC §§ 2-314 AND 2-315.

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. NEW YORK-SPECIFIC PROVISIONS

16.1 Governing Law. This SOW shall be governed by the laws of the State of New York 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, New York.

16.2 Statute of Frauds. Pursuant to N.Y. Gen. Oblig. Law § 5-701, agreements not performable within one year must be evidenced by a writing signed by the party to be charged. This SOW satisfies that requirement.

16.3 Statute of Limitations. Under N.Y. CPLR § 213(2), the statute of limitations for actions on contractual obligations is six (6) years. The parties ☐ agree to ☐ do not agree to shorten the limitations period to [____] years (minimum one year per N.Y. CPLR § 201).

16.4 No-Oral-Modification Clause. Pursuant to N.Y. Gen. Oblig. Law § 15-301, a written agreement that contains a provision requiring any modification to be in writing cannot be changed by an executory agreement unless such executory agreement is in writing and signed by the party against whom enforcement of the change is sought. The parties agree that no oral modifications to this SOW shall be enforceable.

16.5 Attorney Fees. The prevailing party in any action to enforce this SOW shall be entitled to recover reasonable attorney fees and costs.

16.6 N.Y. Gen. Bus. Law § 349. The parties acknowledge that N.Y. Gen. Bus. Law § 349 prohibits deceptive acts and practices in the conduct of any business, trade, or commerce. Neither party shall engage in any deceptive practices in connection with this SOW.

16.7 New York City Considerations. If either party is located in or the services are performed in New York City:

(a) Provider shall comply with all applicable New York City local laws and regulations;
(b) New York City sales tax may apply in addition to New York State sales tax; and
(c) Provider shall maintain all required NYC licenses and permits.

16.8 Choice of Law for Services. The parties acknowledge that New York courts apply a "center of gravity" or "grouping of contacts" test to determine the applicable law for service contracts. By selecting New York law in Section 16.1, the parties intend to override any such analysis.

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

• New York Uniform Commercial Code, Article 2 (Sales)
• N.Y. Gen. Oblig. Law § 5-701 (Statute of Frauds)
• N.Y. Gen. Oblig. Law § 15-301 (No-Oral-Modification)
• N.Y. Gen. Bus. Law § 349 (Deceptive Acts and Practices)
• N.Y. CPLR § 213 (Statute of Limitations)
• N.Y. UCC § 2-202 (Parol Evidence Rule)
• N.Y. UCC § 2-209 (Modification, Rescission and Waiver)
• Dalton v. Educational Testing Service, 87 N.Y.2d 384 (1995) (Implied Covenant of Good Faith)
• Uniform Commercial Code, Article 2 — UCC Article 2

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