Statement of Work (SOW)

STATEMENT OF WORK

SOW Number: [SOW-XXXX-XXX]

Effective Date: [DATE]

Master Agreement Reference: This Statement of Work ("SOW") is entered into pursuant to and incorporates by reference the Master Services Agreement dated [MASTER AGREEMENT DATE] (the "Agreement") between the parties identified below. In the event of any conflict between this SOW and the Agreement, the terms of this SOW shall control with respect to the Services described herein.

PARTIES

CUSTOMER:

• Legal Name: ___________________________
• Address: ___________________________
• City, State, ZIP: ___________________________, Tennessee _____
• Primary Contact: ___________________________
• Email: ___________________________
• Phone: ___________________________

PROVIDER:

• Legal Name: ___________________________
• Address: ___________________________
• City, State, ZIP: ___________________________, Tennessee _____
• Primary Contact: ___________________________
• Email: ___________________________
• Phone: ___________________________

1. PROJECT OVERVIEW AND OBJECTIVES

1.1 Project Name

[PROJECT NAME]

1.2 Project Description

[Provide a comprehensive description of the project, including business context and strategic importance.]

1.3 Project Objectives

The objectives of this engagement are to:

1. [Objective 1]
2. [Objective 2]
3. [Objective 3]
4. [Objective 4]

1.4 Success Criteria

The project will be deemed successful upon achievement of the following measurable outcomes:

• [ ] [Success Criterion 1]
• [ ] [Success Criterion 2]
• [ ] [Success Criterion 3]

2. SCOPE OF WORK

2.1 Services to be Performed

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

Phase 1: [Phase Name]

Phase 2: [Phase Name]

Phase 3: [Phase Name]

2.2 Service Location

Services shall be performed at:

• [ ] Provider's facilities
• [ ] Customer's facilities at: ___________________________
• [ ] Remote/Virtual
• [ ] Combination as mutually agreed

3. DELIVERABLES

3.1 Deliverable Schedule

3.2 Acceptance Criteria

D-001: [Deliverable Name]

• Criterion 1: [Specific, measurable acceptance criterion]
• Criterion 2: [Specific, measurable acceptance criterion]
• Criterion 3: [Specific, measurable acceptance criterion]

D-002: [Deliverable Name]

• Criterion 1: [Specific, measurable acceptance criterion]
• Criterion 2: [Specific, measurable acceptance criterion]
• Criterion 3: [Specific, measurable acceptance criterion]

3.3 Delivery Format

All deliverables shall be provided in the following formats unless otherwise specified:

• Documentation: [PDF/Word/Markdown]
• Source Code: [Repository format and access method]
• Data: [Format specifications]

4. PROJECT TIMELINE AND MILESTONES

4.1 Project Schedule

4.2 Project Duration

• Start Date: [DATE]
• End Date: [DATE]
• Total Duration: [X] weeks/months

4.3 Schedule Dependencies

The project schedule is contingent upon:

1. Timely provision of Customer resources and information
2. Timely review and approval of deliverables
3. [Additional dependencies]

5. RESOURCES AND RESPONSIBILITIES

5.1 Provider Responsibilities

Provider shall:

1. Assign qualified personnel to perform the Services
2. Provide project management and status reporting
3. Deliver all Deliverables in accordance with the schedule
4. Maintain appropriate insurance coverage as required by the Agreement
5. Comply with all applicable Tennessee laws and regulations
6. Protect Customer Confidential Information pursuant to the Tennessee Uniform Trade Secrets Act (Tenn. Code Ann. Section 47-25-1701 et seq.)
7. [Additional responsibilities]

5.2 Customer Responsibilities

Customer shall:

1. Designate a Project Manager with authority to make decisions
2. Provide timely access to necessary systems, data, and facilities
3. Review and approve deliverables within [X] business days
4. Provide subject matter experts as needed
5. Ensure availability of Key Personnel identified in Section 14
6. Make timely payments in accordance with Section 8
7. [Additional responsibilities]

5.3 Resource Allocation

Provider Resources:
| Role | Name | Allocation | Hourly Rate (if applicable) |
|------|------|------------|----------------------------|
| Project Manager | [Name] | [X]% | $[XXX] |
| [Role] | [Name] | [X]% | $[XXX] |
| [Role] | [Name] | [X]% | $[XXX] |

Customer Resources:
| Role | Name | Allocation | Responsibilities |
|------|------|------------|------------------|
| Project Sponsor | [Name] | [X]% | Executive oversight |
| Project Manager | [Name] | [X]% | Day-to-day coordination |
| [Role] | [Name] | [X]% | [Responsibilities] |

6. PRICING AND PAYMENT SCHEDULE

6.1 Compensation Structure

• [ ] Fixed Price: Total contract value of $[AMOUNT]
• [ ] Time and Materials: Not to exceed $[AMOUNT]
• [ ] Milestone-Based: As set forth below

6.2 Payment Schedule

6.3 Payment Terms

• Invoices shall be submitted upon achievement of each milestone
• Payment due within [30/45/60] days of invoice receipt
• Late payments shall accrue interest at the rate of [X]% per month or the maximum rate permitted under Tennessee law, whichever is less

6.4 Taxes

All amounts are exclusive of applicable Tennessee sales and use taxes. Customer shall be responsible for all such taxes unless a valid exemption certificate is provided.

7. CHANGE ORDER PROCESS

7.1 Change Request Procedure

1. Either party may submit a written Change Request describing the proposed modification
2. Provider shall respond within [5] business days with an impact assessment including schedule and cost implications
3. No changes shall be implemented without written approval by authorized representatives of both parties
4. Approved Change Requests shall be documented as amendments to this SOW

7.2 Change Request Form

All Change Requests must include:

• Description of requested change
• Business justification
• Impact on scope, schedule, and budget
• Proposed implementation approach
• Required approvals

7.3 Authorized Change Approvers

8. ASSUMPTIONS AND DEPENDENCIES

8.1 Project Assumptions

The following assumptions underlie the scope, schedule, and pricing of this SOW:

1. [Assumption regarding Customer environment/systems]
2. [Assumption regarding data availability/quality]
3. [Assumption regarding resource availability]
4. [Assumption regarding technical requirements]
5. [Assumption regarding business requirements stability]
6. Work will be performed during normal business hours (8:00 AM - 5:00 PM Central Time, Monday through Friday, excluding Tennessee state holidays)

8.2 Dependencies

9. OUT OF SCOPE

The following items are expressly excluded from this SOW and shall require a separate agreement or Change Order:

1. [Out of scope item 1]
2. [Out of scope item 2]
3. [Out of scope item 3]
4. [Out of scope item 4]
5. Ongoing maintenance and support beyond the warranty period
6. Training beyond that specified in Section 2
7. Hardware procurement and installation
8. Third-party software licensing

10. ACCEPTANCE TESTING

10.1 Acceptance Testing Procedures

1. Provider shall deliver each Deliverable with a test report demonstrating conformance to Acceptance Criteria
2. Customer shall have [10] business days to conduct acceptance testing
3. Customer shall provide written notice of acceptance or rejection with specific deficiencies
4. Provider shall have [5] business days to cure any identified deficiencies
5. Re-testing shall follow the same procedures

10.2 Acceptance Criteria Standards

• All functionality performs as specified in requirements documentation
• No Severity 1 or Severity 2 defects remain unresolved
• Documentation is complete and accurate
• Performance meets specified benchmarks

10.3 Deemed Acceptance

If Customer fails to provide written notice of rejection within the acceptance testing period, the Deliverable shall be deemed accepted.

11. PROJECT GOVERNANCE

11.1 Status Reporting

Provider shall deliver written status reports [weekly/bi-weekly] including:

• Progress against milestones
• Issues and risks with mitigation plans
• Resource utilization
• Budget status
• Upcoming activities

11.2 Meetings

11.3 Issue Escalation

12. KEY PERSONNEL

12.1 Designated Key Personnel

The following individuals are designated as Key Personnel and shall not be removed or replaced without prior written consent of Customer:

Provider Key Personnel:
| Name | Role | Contact Information |
|------|------|---------------------|
| [Name] | Project Manager | [Email/Phone] |
| [Name] | Technical Lead | [Email/Phone] |
| [Name] | [Role] | [Email/Phone] |

Customer Key Personnel:
| Name | Role | Contact Information |
|------|------|---------------------|
| [Name] | Project Sponsor | [Email/Phone] |
| [Name] | Project Manager | [Email/Phone] |
| [Name] | [Role] | [Email/Phone] |

12.2 Personnel Replacement

If replacement of Key Personnel becomes necessary, Provider shall:

1. Provide [30] days advance written notice when possible
2. Propose a replacement with equivalent qualifications
3. Obtain Customer's written approval prior to substitution
4. Ensure adequate knowledge transfer to the replacement

13. TRAVEL AND EXPENSES

13.1 Travel Authorization

All travel must be pre-approved in writing by Customer's Project Manager.

13.2 Reimbursable Expenses

The following expenses shall be reimbursed at actual cost with receipts:

• Air travel: Coach class for flights under 4 hours; business class for longer flights
• Ground transportation: Rental car (mid-size or smaller) or rideshare
• Lodging: Up to $[XXX] per night
• Meals: Up to $[XX] per day per person
• Parking and tolls: Actual cost

13.3 Expense Cap

Total reimbursable travel and expenses shall not exceed $[AMOUNT] without prior written approval.

13.4 Expense Submission

Expense reports with itemized receipts shall be submitted monthly and are subject to Customer's expense policies.

14. TENNESSEE-SPECIFIC PROVISIONS

14.1 Governing Law

This SOW shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles.

14.2 Forum Selection

Any dispute arising out of or relating to this SOW shall be resolved exclusively in the state or federal courts located in Davidson County (Nashville) or Shelby County (Memphis), Tennessee, and each party hereby consents to the personal jurisdiction of such courts.

14.3 Trade Secrets Protection

All Confidential Information disclosed under this SOW shall be protected in accordance with the Tennessee Uniform Trade Secrets Act (Tenn. Code Ann. Section 47-25-1701 et seq.). Provider acknowledges that unauthorized disclosure or use of trade secrets may result in injunctive relief and damages as provided under Tennessee law.

14.4 Electronic Signatures

The parties agree that this SOW and any amendments or Change Orders may be executed by electronic signature in accordance with the Tennessee Uniform Electronic Transactions Act (Tenn. Code Ann. Section 47-10-101 et seq.), and such electronic signatures shall have the same legal effect as original signatures.

14.5 Data Breach Notification

In the event of a breach of security involving personal information as defined under Tennessee law, Provider shall comply with the notification requirements set forth in Tenn. Code Ann. Section 47-18-2107 and shall notify Customer within [24/48/72] hours of discovery.

14.6 Compliance with Tennessee Law

Provider shall comply with all applicable Tennessee laws and regulations in the performance of the Services, including but not limited to employment laws, tax obligations, and professional licensing requirements.

15. SIGNATURES

By signing below, the authorized representatives of each party acknowledge that they have read, understood, and agree to be bound by the terms of this Statement of Work and the referenced Master Agreement.

CUSTOMER:

Signature: ___________________________

Printed Name: ___________________________

Title: ___________________________

Date: ___________________________

PROVIDER:

Signature: ___________________________

Printed Name: ___________________________

Title: ___________________________

Date: ___________________________

EXHIBIT A: DETAILED REQUIREMENTS SPECIFICATION

[Attach detailed requirements as applicable]

EXHIBIT B: PROJECT SCHEDULE (GANTT CHART)

[Attach detailed project schedule as applicable]

EXHIBIT C: RATE CARD

[Attach rate card for time and materials engagements]

This template is provided for informational purposes only and does not constitute legal advice. You must have this template reviewed and customized by a qualified attorney licensed in Tennessee before use. Do not use this template without professional legal review.