Statement of Work
This Statement of Work (this "SOW") is entered into on between of (the "Client") and of (the "Service Provider"). The Client and the Service Provider are each a "Party" and together the "Parties".
This SOW is issued under, and incorporates by reference, the Master Services Agreement dated between and (the "MSA"), which the Parties have already signed separately from this SOW. This SOW is not a standalone contract. If the Parties have not yet signed an MSA, they must do so before work begins; this document alone does not create a binding engagement.
1. Incorporation of the Master Services Agreement
This SOW is subject to, and forms part of, the MSA identified above. Capitalized terms used but not defined in this SOW have the meanings given to them in the MSA.
This SOW does not restate, and does not vary, the provisions of the MSA governing liability, indemnification, intellectual property ownership, confidentiality, warranties, termination for cause, dispute resolution, or governing law. Those provisions apply in full to the engagement described in this SOW, exactly as set out in the MSA, and are not repeated here.
If a provision of this SOW conflicts with a provision of the MSA, the MSA controls, except that this SOW is the controlling document for the scope of work, the schedule and the price of this specific engagement.
2. Scope of Work
The Service Provider shall perform the following work for the Client (the "Services"): .
The following is expressly out of scope of this SOW: . Work outside the Services requires a new or amended SOW issued under the MSA, signed by both Parties, before that work begins.
The Service Provider shall deliver the following to the Client (the "Deliverables"):
, or state that there are no further deliverables
3. Schedule and Milestones
This SOW begins on , and the Services are to be completed by , subject to the milestones below and to this clause.
A delay caused by the Client's failure to provide timely input, approvals, access or materials extends the affected date by the length of the delay, and does not put the Service Provider in breach of this SOW.
The Services will be delivered according to the following milestones:
— due
— due
— due , or state that there are no further milestones
4. Fees and Payment
In consideration of the Services, the Client shall pay the Service Provider .
Fees are payable as follows: . The Service Provider shall invoice the Client on each date or milestone stated above, and each invoice is payable on the invoicing and late-payment terms set out in the MSA.
This SOW states the price for the Services described above only. Any change to the scope of work, the schedule or the price requires a written change order signed by both Parties before the additional or changed work begins.
5. Term of this Statement of Work
This SOW takes effect on the date the last Party signs it and continues until the Services are completed and accepted or until it ends under the termination provisions of the MSA, whichever happens first.
Ending this SOW does not end the MSA, which continues to govern any other statement of work issued under it. If the MSA is terminated for material breach, insolvency or cessation of business, this SOW ends on the same date. If the MSA is terminated for convenience, this SOW continues to completion under its own terms unless it is also terminated, whether under this SOW or the MSA. In either case, any right or obligation that by its nature survives does so as the MSA provides.
6. General
This SOW, read together with the MSA, is the entire agreement between the Parties concerning the Services described above, and supersedes any earlier proposal, quotation or discussion about them. This SOW may only be amended in writing signed by both Parties, in the manner the MSA requires for amendments.
This SOW may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one document.