Statement of Work (SOW) - Tennessee

STATEMENT OF WORK

Tennessee project

SOW Number: [SOW-XXXX-XXX]

Effective Date: [DATE]

Controlling Agreement: This Statement of Work ("SOW") is entered into under the signed [MASTER SERVICES AGREEMENT / OTHER AGREEMENT] dated [MASTER AGREEMENT DATE] (the "Agreement") between the parties identified below.

Agreement version and location: [________________________________]

This SOW defines the project. It does not silently replace the Agreement's risk allocation. Complete the hierarchy and override table in Section 16.

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. Follow the legal, regulatory, security, privacy, licensing, and customer requirements identified in the completed Agreement and project obligations register
6. Protect Customer Confidential Information under the Agreement and completed data and security schedule
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
• Payment disputes, late charges, collection terms, and withholding are governed by ☐ the Agreement ☐ this completed provision: [________________________________]

6.4 Taxes

Tax responsibility, exemption documentation, invoicing, withholding, and cooperation are governed by ☐ the Agreement ☐ this completed provision: [________________________________]. The Parties shall not rely on this SOW alone to classify the Services or determine a tax result.

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. DATA, SECURITY, AND PROJECT OBLIGATIONS

14.1 Project obligations register

Before work begins, the Parties shall identify requirements based on the actual Services, people, locations, systems, data, industries, licenses, customers, and contracts.

14.2 Data inventory

Required administrative, technical, and physical safeguards: [________________________________]

Security testing, reports, and evidence: [________________________________]

Contractual incident-reporting contact and target: [________________________________]

Investigation, containment, communications, remediation, and cost allocation: [________________________________]

No fixed legal notification deadline or universal security standard is stated in this SOW. The Parties shall confirm governing requirements before processing begins.

15. INTELLECTUAL PROPERTY, TOOLS, AND DELIVERABLE RIGHTS

Background materials, project materials, deliverables, feedback, data, configurations, documentation, inventions, and third-party components are governed by ☐ the Agreement ☐ this signed allocation: [________________________________].

Any assignment, license grant, further-assurances duty, source-code delivery, escrow, attribution, publicity, portfolio permission, or return obligation must be stated expressly in the Agreement or here: [________________________________].

The Parties shall not rely on payment alone, delivery alone, or a generic ownership label as a complete rights allocation.

16. DOCUMENT HIERARCHY, RISK TERMS, AND OVERRIDES

If this SOW conflicts with the Agreement, select one:

☐ The Agreement controls.

☐ This SOW controls only for the specifically identified overrides below.

The Parties do not intend this SOW by itself to establish an arbitration agreement, jury waiver, exclusive forum, indemnity, liability cap, consequential-damages exclusion, insurance obligation, governing-law rule, or litigation remedy. Any intended project-specific override must be completed and authenticated in the Agreement or identified above.

17. SUSPENSION, TERMINATION, AND WIND-DOWN

Suspension and termination rights are governed by ☐ the Agreement ☐ this completed provision: [________________________________].

On wind-down, the Parties shall address:

• work in progress and partially completed Deliverables;
• final acceptance, invoice, expense, and refund calculations;
• return, transfer, export, retention, and deletion of data and assets;
• credential removal and access revocation;
• transition assistance, knowledge transfer, and rates;
• third-party licenses and commitments; and
• surviving confidentiality, use, payment, warranty, audit, and record duties.

Wind-down owner and schedule: [________________________________]

18. TENNESSEE IMPLEMENTATION CHECKLIST

☐ Counsel confirmed the Agreement's governing-law, forum, dispute, remedy, signature, and risk-allocation terms for this Tennessee project.

☐ The Parties identified all work and data locations, regulated services, required licenses and permits, tax questions, worker issues, public-entity requirements, and customer flow-down terms.

☐ Project insurance requirements and evidence are stated in the Agreement or here: [________________________________].

☐ All exhibits, rate cards, security schedules, diagrams, policies, and change requests incorporated into this SOW are attached and versioned.

☐ Every bracket, alternative, and blank has been completed or deliberately marked not applicable.

19. 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 SOW must be completed under the identified Agreement and reviewed for the actual Tennessee project before use.