DATE

CLIENT NAME

CLIENT ADDRESS

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PROJECT NAME

Statement of Work

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This Statement of Work (the “SOW”) is entered into on the specified date below by AGENCY (“Agency”) and CLIENT (the “Client”) pursuant to the terms of the Master Services Agreement (the “Agreement”), dated as of DATE, between Agency and Client which is herein incorporated by this reference. In the event of a conflict between any terms of the Master Services Agreement and terms of this SOW, the applicable terms of this MSA/SOW shall control. The idea here is that you want either this doc or the evergreen MSA to be the final word on conflicting terms. Typically, if there are many projects under an MSA, it's best to let the SOW to control so that you can make carve-outs as necessary for the project.

Project Summary

XXX

Services

Agency to provide the following services:

• SUMMARY LINE A
• SUMMARY LINE B
• SUMMARY LINE C

Exclusions

The following are not covered under this SOW and will be priced separately:

• SUMMARY LINE A
• SUMMARY LINE B
• SUMMARY LINE C

Timeline (subject to change based upon client’s approval)

• Executed SOW: XX/XX/XX
• Project Kickoff: XX/XX/XX
• MILESTONE 1:XX/XX/XX
• MILESTONE 2:XX/XX/XX
• MILESTONE 3: XX/XX/XX

Client will provide timely feedback. Each Deliverable will be deemed accepted if, no later than the end of the business day, New York City time, three days after its delivery to Client, Client does not reject the Deliverable by sending Agency written notice detailing the reasons for the rejection and reasonable modification guidelines. Agencyis not responsible for delays, errors or omissions resulting from Client’s action or inaction, and will not be liable for any claims related to materials, specifications, and information provided by Client to Agency for the Project.

Project Fee

$XXX,XXX

Payment Schedule

• TO BE COMPLETED BY FINANCE DEPARTMENT

Payment Terms

Payments are due NET 30 following the receipt of each invoice.

Change Control

Throughout any project, changes are required to deal with unanticipated incidents and/or new information that arise during the course of the project lifecycle. This change control process is meant to put in place a strict process to ensure changes are tracked and approved appropriately throughout the project. In cases where changes are identified, a change request will be processed as follows:

• The Project Manager at Agency will create a Change of Scope Order that documents the relevant information, including: change description, rationale (e.g. potential benefit), impact assessment, effort, and associated cost (if applicable) to implement the change.
• This Change of Scope Order will be submitted to Client and reviewed for final approval.
• For approved change requests, the Project Manager at Agency will incorporate the change(s) into the project schedule (if applicable) and communicate the change to the appropriate team members.
• If it is anticipated that the Project will exceed estimated costs by more than 10%, then a revised estimate will be submitted for Client approval.

Expenses

Any expenses accrued through the duration of the project shall be fully reimbursed to Agency with NET 30 terms.

All expenses over $1,000 shall be pre-approved by Client.

Terms

The term of this Agreement shall remain in effect and be binding upon the parties commencing upon signature and concluding when all aspects of the project are complete. Agency and Client have the right to mutually amend this contract and scope of work at any time.

Indemnification

In the event that Agency incurs any loss or expense (including reasonable attorneys’ fees and/or costs) as the result of any claim, suit or proceeding made or brought against Agency based upon or relating to any work which Agency has prepared for Client, with the exception of any claims based on damages alleged to have been intentionally caused by Agency, which work is either approved by you or was based on materials, statements, ideas or instructions from Client, Client agrees to indemnify Agency and to hold Agency harmless from and against any such loss or expense. The obligation to indemnify Agency hereunder shall not be deemed terminated upon cancellation.

Agency will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of this SOW. Agency’s maximum liability under this SOW shall not exceed the total fees received by it hereunder.

Non-Solicitation

The parties to this Agreement agree that no effort shall be made to solicit employees from the other party, directly or indirectly, and that no compensation of any kind may be offered or provided to any person currently compensated by the other party without prior written consent by the prior compensation provider, for the term of this agreement as described below.

Advertising/Publications

Client hereby grants Agency permission to release information with respect to the existence of the above referenced project in advertising, marketing, public relations or similar publications (such as, but not limited to, marketing brochures, press releases, case studies or references).

Confidentiality

In view of the fact that Agency’s work will bring Agency into close contact with many confidential affairs of Client not readily available to the public, and plans for future developments, Agency agrees to keep secret all matters, except for the existence of this engagement generally, and further agrees not to disclose any such matters to anyone outside of Agency throughout the term of this agreement, without written consent from Client.

Reservation of Agency TechnologyThis section may not be necessary if you already have an MSA term. This is important for companies that have proprietary platforms they use from client to client.

Agency shall own and retain all rights to any and all programming source code, software, technology, concepts, ideas, designs and other work, materials and information the creation or development of which predate this Agreement, including all modifications thereto made during the term hereof (the “Pre-existing Material”). Agency hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform Agency’s programming source code, in compiled machine readable object code form only, to the extent incorporated into the Project, strictly for the purposes and in the territories set out herein.

If the information above is to your satisfaction please sign and fax back to my attention at FAX#. The terms of this letter are accepted but shall not be binding on both parties until fully executed.

AGREED AND ACCEPTED BY:

Agency		Client
Agency Rep		Client Rep
Agency Rep Title		Client Rep Title