IT Project Statement of Work

IT PROJECT STATEMENT OF WORK

Project Identification

Project ID:   Start Date:   End Date:

Scope of Work

This Statement of Work (SOW) sets forth the scope, deliverables, schedule, budget, and acceptance criteria for the services to be performed by the Service Provider for the Client. Services shall be performed in accordance with the terms and schedules described below.

Deliverables and Acceptance

Due Date:

Due Date:

Due Date:

Timeline & Milestones

Due Date:

Due Date:

Due Date:

Budget, Fees & Payment

Pricing Model: Fixed Fee Time & Materials Unit Pricing

Change Order Process

All changes to scope, schedule, or price shall be executed only by a written change order signed by authorized representatives of both parties. Change orders must include a description of the change, impact on schedule, and cost adjustment or estimate.

Confidentiality

Each party acknowledges that during the performance of this SOW it may receive Confidential Information of the other party. "Confidential Information" includes proprietary business and technical information disclosed in any form. Receiving party shall: (a) use Confidential Information only for performance under this SOW; (b) restrict disclosure to those employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) return or destroy Confidential Information upon termination or request. Confidential obligations survive termination of this SOW for a period of three (3) years except for trade secrets, which shall be protected for so long as they qualify.

Intellectual Property & Work Product

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, worldwide, royalty-free license to use deliverables delivered under this SOW for Client's internal business purposes. Service Provider retains ownership of pre-existing tools, libraries, and methodologies. Custom source code, documentation, and deliverables identified for assignment shall be assigned to Client upon full payment and subject to any third-party license encumbrances disclosed in writing prior to execution.

Warranties, Liability & Indemnity

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES. Except for willful misconduct or gross negligence, Service Provider's aggregate liability for direct damages arising from this SOW shall not exceed the total amounts paid by Client under this SOW in the twelve (12) months preceding the claim. Each party shall indemnify the other against third-party claims arising from that party's breach of representations or willful misconduct.

Acceptance Testing

Deliverables shall be subject to acceptance testing as set forth in the applicable acceptance criteria. Client shall have calendar days from delivery to perform acceptance tests and notify Service Provider of any nonconformities. If no rejection notice identifying material nonconformities is provided within that period, the deliverable will be deemed accepted.

Termination

Either party may terminate this SOW upon thirty (30) days' written notice if the other party materially breaches its obligations and fails to cure within the notice period. Upon termination for convenience or for Client default, Client shall pay Service Provider for services performed and non-cancellable commitments incurred through the effective date of termination.

Force Majeure

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, strikes, governmental action, or internet backbone failures, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

Governing Law & Dispute Resolution

This SOW shall be governed by the laws of the state indicated below without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through escalation between senior representatives for thirty (30) days prior to initiating litigation.

Miscellaneous

This SOW, together with any referenced exhibits or appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes prior proposals or agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder will remain in effect.

Signatures

By signing below, the parties acknowledge and agree that they have authority to enter into this SOW and that the terms set forth herein are binding.

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