STATEMENT OF WORK

[// GUIDANCE: Attach to an MSA; SOW only overrides where explicitly stated. Keep scope, deliverables, and timelines precise. Texas-specific: Ensure compliance with Texas Business & Commerce Code and TDPSA for data handling.]

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. Texas-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).
• Texas Prompt Payment: Consistent with Texas Business & Commerce Code Chapter 35 (if applicable), disputed amounts shall be identified in writing within the time periods specified in the MSA; undisputed amounts shall be paid when due regardless of any dispute over other amounts.

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. Texas recognizes the common law right-to-control test for determining worker classification. The parties intend and agree that Provider controls the manner and means of performing the Services and that Provider is engaged in an independent business providing similar services to others.

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.
• TDPSA Compliance: To the extent Provider processes Personal Data (as defined in the Texas Data Privacy and Security Act, Tex. Bus. & Com. Code Ch. 541) on behalf of Client, Provider shall act as a "Processor" as defined therein and shall: (a) process Personal Data only in accordance with Client's documented instructions; (b) ensure that persons processing Personal Data are subject to confidentiality obligations; (c) implement appropriate technical and organizational security measures; (d) assist Client in responding to consumer rights requests; (e) delete or return Personal Data upon termination as directed by Client; and (f) make available information necessary to demonstrate compliance.

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

17.2 Waiver of Consumer Protection Claims. Each party represents that it is entering into this SOW in the course of its business and not as a consumer. To the maximum extent permitted by law, each party waives any claims under the Texas Deceptive Trade Practices-Consumer Protection Act (Tex. Bus. & Com. Code Ch. 17) that may arise in connection with this SOW.

17.3 Anti-Indemnity Statute. To the extent this SOW involves work related to a "construction contract" (as defined in Tex. Ins. Code Ch. 151) or "oilfield services" (as defined in Tex. Civ. Prac. & Rem. Code Ch. 127), the indemnification provisions herein shall be construed and limited to comply with Texas anti-indemnity statutes, and any provision that would require indemnification for a party's own negligence beyond the proportionate degree of fault attributed to the indemnifying party shall be void and unenforceable.

17.4 Data Breach Notification. In the event of a breach of system security involving Sensitive Personal Information (as defined in Tex. Bus. & Com. Code Section 521.002), Provider shall notify Client as expeditiously as possible and without unreasonable delay, taking into account legitimate needs of law enforcement and measures necessary to determine scope and restore integrity.

17.5 Statute of Frauds. The parties acknowledge that this written SOW satisfies the requirements of the Texas Statute of Frauds (Tex. Bus. & Com. Code Section 26.01) to the extent applicable.

17.6 Non-Compete Enforceability. Any restrictive covenants in the MSA or this SOW shall be interpreted and enforced in accordance with Texas Business & Commerce Code Chapter 15, which permits enforcement of reasonable covenants ancillary to an otherwise enforceable agreement.

18. SIGNATURES

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

CLIENT:

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

PROVIDER:

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