DRAFT FOR REVIEW. Not legal advice. Laws vary by country and state; have this draft reviewed before anyone signs it.
Statement of Work
Summary of key terms
| Parties | Provider: Client: Agreement date: |
|---|---|
| Subject | Goal: Stands alone, not under a master agreement Services: Deliverables: |
| Schedule | Milestones: Starts: Completion: |
| Acceptance | Review period for each deliverable: Treated as accepted if the Client does not reply in time |
| Payment | Fixed fee: Each invoice is paid within Expenses approved in writing in advance are reimbursed |
| Termination | Either party may end it for any reason with written notice Either party may end it at once by written notice if the other seriously breaches it and does not fix the breach Work done and approved expenses are paid up to the end date |
| Governing law | Laws of Disagreements: talk first, then the courts |
For quick reading. It repeats details from the fields; the numbered clauses below set out the full terms.
This Statement of Work (the “Agreement”) is made on between , of (“Provider”), and , of (“Client”). Provider and Client are each a “party” and together the “parties”.
1. Project goal
1.1The purpose of this work is: .
1.2This Agreement stands alone: it is not issued under a master agreement, and its own terms are the whole agreement for this work.
2. Services and deliverables
2.1Provider will provide the following services to Client: .
2.2The deliverables are: .
2.3Extra work outside this scope needs a written change agreed by both parties, including any extra fee.
3. Milestones and schedule
3.1The work is carried out in these milestones: .
3.2Work starts on and is expected to be complete by .
3.3The dates depend on Client providing, on time, what is listed under “Assumptions and what the Client provides”. A delay by Client moves the dates by the same amount of time.
4. Assumptions and what the Client provides
4.1This work is planned on these assumptions, and Client will provide the following: .
4.2If an assumption turns out to be wrong, or something listed is late or incomplete, and this affects the schedule or the fee, Provider will tell Client promptly and the parties will agree on the effect in writing under “Change control”.
5. Acceptance of deliverables
5.1Provider will tell Client in writing when a deliverable is ready for review. Client has from that notice to accept it, or to list in writing the ways it does not match this Agreement.
5.2Provider will correct the points listed within a reasonable time and submit the deliverable again. The same review period applies to the corrected version.
5.3If Client does not reply within the review period, the deliverable is treated as accepted.
6. Change control
6.1Either party may ask for a change to the services, the deliverables, the schedule or the fee. A change takes effect only when both parties have agreed to it in writing (a “Change Order”), stating what it does to the deliverables, the schedule and the fee.
6.2Provider will tell Client promptly if a requested change affects the schedule or the fee. Until a change is agreed, Provider carries on with the work as described in this Agreement.
7. Payment
7.1Client will pay Provider a fixed fee of for the services described in this Agreement.
7.2Client will pay each invoice within of receiving it, by the method stated on the invoice.
7.3Client will reimburse reasonable expenses that it approved in writing before they were incurred, against receipts.
7.4If an invoice is overdue, Provider may pause work after giving written notice until it is paid. Each party is responsible for its own taxes.
8. Term and ending this Agreement
8.1This Agreement starts on and continues until the services are completed (), unless it ends earlier as set out below.
8.2Either party may end this Agreement for any reason by giving written notice. Either party may end it at once by written notice if the other seriously breaches it and does not fix the breach within a reasonable time after being told.
8.3If this Agreement ends early, Client pays for the work done and approved expenses incurred up to the end date, and Provider delivers the work completed up to that date once paid.
9. Ownership of the work
9.1Once Client has paid all fees due under this Agreement, Provider transfers to Client all of Provider’s rights in the deliverables created specifically for Client. Until then, Provider keeps those rights.
9.2Provider keeps ownership of tools, methods, templates and know-how that existed before this Agreement or that are not specific to Client, and grants Client a licence to use any of them included in the deliverables.
9.3Each party keeps ownership of material it supplies to the other. Client confirms that it has the right to let Provider use the material it supplies for this work.
10. Confidentiality
10.1Each party will keep private any non-public information the other shares for this work, such as business plans, customer data, prices and unreleased material, and will use it only to carry out this Agreement.
10.2This does not cover information that is already public through no fault of the receiving party, that the receiving party already had or develops on its own, or that it must disclose by law, in which case it will tell the other party first when it is allowed to.
10.3These duties continue after this Agreement ends. Provider and Client will return or delete the other’s confidential material when asked, except copies kept as required by law.
11. Independent relationship
11.1Provider works as an independent business, not as an employee, partner or agent of Client. Provider decides how, when and where the work is done, within the deadlines of this Agreement, and is responsible for its own taxes, insurance and business costs.
12. Limitation of liability
12.1To the extent the law allows, each party’s total liability arising from this Agreement is limited to the total fees paid by Client under it.
12.2Neither party is liable to the other for indirect or consequential losses, such as lost profits, except where the law does not allow this to be limited, or in cases of fraud, wilful misconduct or a breach of confidentiality.
13. Governing law and disagreements
13.1This Agreement is governed by the laws of .
13.2If a disagreement about this Agreement arises, the parties will first try to settle it by talking in good faith. If that does not work, either party may take it to the courts of the place whose law governs this Agreement.
14. General terms
14.1Entire agreement. This Agreement is the whole agreement between the parties on its subject and replaces earlier discussions about it.
14.2Changes. Any change to this Agreement must be in writing and accepted by both parties.
14.3Notices. Notices under this Agreement are given in writing to the addresses above, or to an e-mail address a party gives for that purpose.
14.4Severability. If a court finds part of this Agreement unenforceable, that part is limited as little as needed and the rest stays in effect.
14.5Assignment. Neither party may transfer this Agreement to someone else without the other party’s written consent.
14.6Counterparts. The parties may sign separate copies, on paper or electronically, which together form one Agreement.
Signatures
Provider
Client