STATEMENT OF WORK

[// GUIDANCE: Attach to an MSA; SOW only overrides where explicitly stated. Keep scope, deliverables, and timelines precise. New York-specific: For freelance engagements valued at $800 or more in NYC (or $250+ statewide under NY Labor Law Article 44-A), ensure written contract requirements are satisfied.]

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. New York-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).
• Freelance Worker Payment Terms: If this SOW engages a freelance worker as defined under the New York Freelance Isn't Free Act (NYC Admin. Code Sec. 20-927 et seq.) or NY Labor Law Article 44-A, payment shall be made no later than the date specified in this SOW, or if no date is specified, no later than thirty (30) days after completion of services.

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 engagement satisfies the common law factors for independent contractor status under New York law, including that Provider controls the manner and means of performing the Services, Provider is engaged in an independently established business, and the services are outside Client's usual course of business.

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.
• NY SHIELD Act Compliance: To the extent Provider has access to Private Information (as defined in NY General Business Law Section 899-aa), Provider shall implement and maintain reasonable safeguards to protect the security, confidentiality, and integrity of such Private Information, including administrative, technical, and physical safeguards appropriate to the size, scope, and type of business, the amount of Personal Information collected, and the nature of the Services.

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. NEW YORK-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 New York, 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], New York, and each party irrevocably submits to the personal jurisdiction of such courts.

17.2 Freelance Isn't Free Act Compliance. If this SOW constitutes an engagement of a "freelance worker" as defined in NYC Administrative Code Section 20-927 or NY Labor Law Section 1400, the parties acknowledge and agree that:
- (a) This SOW satisfies the written contract requirement;
- (b) Payment shall be made by the date specified herein or, if no date is specified, within thirty (30) days of completion of the Services;
- (c) Client shall not threaten, intimidate, discipline, harass, deny a work opportunity to, or discriminate against Provider for exercising rights under the Freelance Isn't Free Act; and
- (d) Client shall maintain records of this SOW and payments made for six (6) years.

17.3 Data Breach Notification. In the event of a breach of the security of the system involving Private Information (as defined in NY General Business Law Section 899-aa), Provider shall notify Client expeditiously and without unreasonable delay, consistent with the legitimate needs of law enforcement and any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system.

17.4 NY General Obligations Law Section 5-701. To the extent this SOW relates to an agreement that by its terms is not to be performed within one year from the making thereof, the parties acknowledge that this written SOW satisfies the requirements of NY General Obligations Law Section 5-701 (Statute of Frauds).

17.5 Construction. This SOW shall not be construed against either party as drafter. The rule of construction that ambiguities in a contract are resolved against the drafter shall not apply.

18. SIGNATURES

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

CLIENT:

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

PROVIDER:

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