Statement Of Work

Statement of Work

This Statement of Work ("SOW") is made on [EFFECTIVE DATE] between [CLIENT NAME] ("Client") and [SUPPLIER NAME] ("Supplier") for [PROJECT NAME] pursuant to the [NAME OF MASTER AGREEMENT] dated [DATE OF MASTER AGREEMENT] ("Master Agreement").


Scope and Objectives. The Scope and Objectives of this SOW are as follows. [DESCRIBE SCOPE AND OBJECTIVES].

Period of Performance. The period of performance for this SOW will be [PERFORMANCE TERM] commencing on [PERFORMANCE START DATE][, and may be renewed for successive periods].

Place of Performance. The services will be performed at [LOCATION OF SERVICES].

Statement of Work Type. This is a [Time and Materials - Not to Exceed ("NTE")] [Fixed Price] Statement of Work.

 Plan and Project Schedule. The overall project plan and project schedule are described in Attachment A.


Supplier Personnel. The personnel furnished by the Supplier for performing efforts under this SOW will have adequate qualifications to perform the work. Upon Client's reasonable request, the Supplier will promptly replace personnel that are not able to perform in accordance with this SOW.

Key Supplier Personnel. The following personnel furnished by Supplier are critical to the success of the completion of this SOW.

The Supplier will ensure a smooth and timely transition for any key personnel replacement to minimize any adverse impact to the services provided to Client in this SOW.

 Supplier Tasks and Deliverables

Supplier Tasks and Responsibilities

The Supplier will provide the necessary resources to plan, implement, and manage work necessary to meet the project objectives and prepare the Deliverables.

The tasks and responsibilities required of Supplier by this SOW consist of; but are not limited to, the following. [Alternatively, a detailed project plan may be attached if referenced here]

Supplier Deliverables. Supplier shall prepare and deliver the following Deliverables to the Client in accordance with the requirements of this SOW and the dues dates and Acceptance criteria specified below:


Due Date

Acceptance Criteria


Limitations on Supplier Authority. The Supplier shall have no authority to:

authorize deviations from the project plan or project schedule;

grant a time extension; or

approve substitute Deliverables.

 Client Tasks and Responsibilities. The following Tasks and Responsibilities required of Client are dependencies to the Supplier's ability to perform its obligations under this SOW:

[Alternatively, a detailed project plan may be attached if referenced here]

Client's Tasks and Responsibilities

 Project Management

Governance. The Supplier and the Client will apply Project Management Institute project management and governance processes. Supplier and Client will closely monitor project timelines using progress reviews to minimize schedule risks and to develop alternate workflows, as necessary.

Project Managers. The Supplier and the Client will each appoint project managers who shall serve as the single point of contact for purposes of communications related to the SOW.

Detailed Project Plan. The Supplier is responsible for developing and maintaining, with input from the Client, all related scheduling detail itemizing project tasks and the party responsible for each task.

Progress Meetings. The Client and the Supplier will support and provide representation at progress review meetings, as required, which meetings will be on a regular schedule as mutually agreed by the parties.


Monthly Progress Reports. The Supplier shall prepare a monthly "time on task" summaries including a description of the time spent, by Supplier resources, on certain subtasks for that month and provide a timeline of activities that clearly state the deadlines for each month's deliverables.

Final Report. The Supplier shall prepare a final summary report upon completion of the work performed and results obtained for the entire contract period of performance. This report shall summarize tasks performed during the SOW term and estimated projections for future effort.

 Change Management Process. The Client Project Manager and the Client Purchasing Contact will coordinate all changes to the SOW through Change Orders processed in accordance with the terms of the Master Agreement.

 Completion Criteria

Payment for Completed Deliverables. The Client will authorize payment for complete Deliverables only after complying with the Acceptance Process specified above.

Payment for Incomplete Deliverables. In the event any Deliverables are not performed in accordance with this SOW because of factors due to Client's failure to timely perform its responsibilities, the Client will authorize payment for an incomplete Deliverable as if completed and both the Supplier and the Client will agree to a corrective action plan for ensuring the incomplete Deliverable or missed Milestone are corrected so as to minimize the impact to the project schedule or to the performance of future Deliverables. The parties will agree upon and document a corrective action plan through the change management process if the overall project schedule must be adjusted or if future Deliverables are significantly impacted.

 Fees. The total cost to the Client for the performance of the scope of work and Deliverables contained in this SOW (including expenses) [shall not exceed the Not-to-Exceed ("NTE")] [is the Fixed Price] amount specified in Attachment B and Supplier agrees to perform the work specified in this SOW and the obligations under the Master Agreement at [or below such NTE price] [such Fixed Price].

 Payment Terms

Invoice. The Supplier may tender an invoice upon the Client's written acceptance of each Deliverable.

Holdbacks. The Supplier will invoice Client in accordance with Attachment B provided that each invoiced amount will be reduced by twenty percent (20%). The aggregate amount of the twenty percent (20%) reductions are referred to as the "Holdback". The Supplier will invoice Client for the Holdback on the date when all of the Deliverables to be provided under this SOW are accepted. If the Deliverables to be provided under this SOW have not been accepted on or before [Date], ("Final Delivery Date"), Supplier will invoice, and Client will only be obligated to pay, the pro-rated portion of the Holdback amount based on the actual date on which the Deliverables are accepted, as set forth in the following table:

Calendar Days Past Delivery Date / Amount to be Withheld From Invoice

0-14 Days: No Penalty

14-30 Days: 10%

30-45 Days: 45%

45-60 Days: 60%

60+ Days: 100%

Payment of Invoices. The Client will pay all invoices submitted in accordance with the terms of this SOW within [30] days of the [date] [receipt] of the invoice.

Final Payment. The Client will not pay the final payment until the Client indicates final acceptance in writing of the entire project and Supplier has returned any loaned Client items in the same condition as originally loaned to Supplier. All other payment terms specified in the Master Agreement shall apply.


Reimbursement. The Client will reimburse the Supplier for all pre-approved, reasonable, and necessary expenses incurred in performing the SOW. In no event will Client be invoiced for hourly fees for time spent traveling.

Receipts, etc. The Supplier will provide the Client with satisfactory documentation supporting all expense requisitions.

The parties have executed this Statement of Work as of the Effective Date.









Attachment A - Plan and Project Schedule

Supplier shall make available the following staffing resources during the period of performance of this SOW:

Labor Category

Period of Performance


Hours of Performance

The period of performance for this SOW is from [start date] to [end date], in accordance with the following schedule:

[Reference or Copy Project Plan/Schedule Here]

Attachment B - Time and Material Rates and Payment Schedule

Time-Based Rates:

Labor Category

Unit Rate

Time Unit

[Not To Exceed (NTE)] [Fixed Price]

Material Rates:



Not To Exceed (NTE)

Payment Schedule:

Payments are based on the completion of Deliverables and Milestones in accordance with Section 8.0 and the following schedule:

Deliverable/Milestone: Due Date: Amount: Holdback %

Deliverable/Milestone #1: 1/1/2017 $000,000.00 20%

Deliverable/Milestone #2: 1/1/2017 $000,000.00 20%

Deliverable/Milestone #3: 1/1/2017 $000,000.00 20%

Final Delivery Date and Holdback Payment: 1/1/2017 $000,000.00 N/A

[Client's total payments (including expenses) shall not exceed] [Client's total payments (including expenses are the fixed price of $ ]

Attachment C - Request for Change

This Request for Change ("Change Order" or ("CO")) is effective as of [CHANGE REQUEST DATE] between [CLIENT NAME] ("Client") and [SUPPLIER NAME]. This Change Order is subject to the terms and conditions of, incorporated into, and made a part of, that certain Statement of Work for [SOW DESCRIPTION] effective as of [SOW DATE] (the "Statement of Work" or "SOW"), and amends the SOW as follows.

For good and valuable consideration, the adequacy and receipt of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Project Identification - Project Specifics

Project Name

Project Number

Date Document Created

Current Phase

Original Client SOW Contract Number

Client CO Contract Number

Business Sponsor

(Completed by CLIENT)

Division(s) Impacted


Project Manager

Change Number

(Completed by Project Manager)

Common Stage Gate

(Completed by Project Manager)

Lifecycle Phase

(Completed by Project Manager)





<How does this change affect scope? Describe what work is added or removed.>


<How does this change affect the timeline of the schedule? List the duration in days. Describe any major milestone target date modifications or if the end date of the schedule has changed.>


<Define the staff needs or adjustments required for this change.>


<State the cost to complete this change.


<List any business and/or technical assumptions for this change.>


Risk with Implementing the Change

<List any risks associated with implementing the change.>

Risk with Not Implementing the Change

<List any risks associated with not implementing the change>


List any new deliverables


<If applicable - state any other factors, such as impact on other interrelated projects.>

Recommended Action

<List in bullet form, the action steps needed to carry out the change.>

Other relevant information

Alternative Solutions

<Optional Section - List any alternative solutions if applicable.>

Employment Authorization Verification and Indemnification

<Optional Section - As applicable, this language is to be included for any off-shore resource assigned to work in the United States.>

The responsibility for completion of Employment Eligibility Verification Forms I-9 for all individuals providing services under this CO rests solely with their employer, _______________. ____________ will in fact fully and properly complete Forms I-9 for all such individuals providing services under this CO. _____________ shall not provide individuals to Client who it knows or has reason to believe are unauthorized to work for _______________ in the United States. _____________ shall also indemnify Client for any fines or penalties assessed against Client by the U.S. Government with regard to the knowing hiring of unauthorized workers and/or Form I-9 compliance paperwork violations, as well as any legal fees incurred by Client in defense of a related investigation by any branch of the U.S. Government.

This Change Order (as incorporated into the Statement of Work) embodies the entire understanding between ____________ and Client, and there are no contracts, understandings, conditions, or representations, oral or written, with reference to the subject matter hereof which are not merged herein. Except as otherwise specifically stated, no modification hereto, including without limitation, subsequently issued invoices or purchase orders (even if they so state that they supersede prior agreements with respect to the subject matter stated in this Change Order) shall be of any force or effect unless (a) reduced to writing and signed by both parties hereto, and (b) expressly referred to as being a modification of this Change Order.

Unless otherwise agreed to in writing by Client, the Services that are the subject of this Change Order shall not begin and Supplier will not be paid for any Services performed before the execution of this Change Order by both parties.

This Change Order has been executed by the parties, acting by and through their duly authorized representatives, in duplicate original, either of which may be deemed the original, but together constituting one agreement, and each party receiving one fully completed and executed duplicate