Statement of Work Form Rutgers

STATEMENT OF WORK

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Document Header:

• Title: Statement of Work (SOW) - For Services Rendered
• Document Control:
  • Effective Date: [Date SOW Becomes Effective, e.g., YYYY-MM-DD]
  • Version: 1.0
  • Jurisdiction: State of New Jersey, USA
  • Scope: This SOW defines specific services and deliverables under a potential Master Services Agreement (MSA) or, if no MSA exists, serves as a standalone agreement for the defined work.

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Official Notice / Disclaimer: THIS STATEMENT OF WORK (SOW) IS A LEGALLY BINDING DOCUMENT. IT IS NOT A STANDALONE CONTRACT UNLESS EXPLICITLY STATED HEREIN OR IN THE ABSENCE OF A MASTER AGREEMENT. IT IS INTENDED TO DEFINE SPECIFIC ENGAGEMENT DETAILS BETWEEN THE PARTIES. IT IS IMPERATIVE THAT ALL PARTIES REVIEW THIS DOCUMENT THOROUGHLY WITH THEIR RESPECTIVE LEGAL COUNSEL PRIOR TO EXECUTION. RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY, REQUIRES COMPLIANCE WITH ALL APPLICABLE UNIVERSITY POLICIES, STATE, AND FEDERAL LAWS, INCLUDING BUT NOT LIMITED TO PROCUREMENT POLICIES, DATA SECURITY, AND CONFIDENTIALITY REQUIREMENTS.

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Parties & Definitions:

This Statement of Work ("SOW") is entered into by and between:

A. CLIENT:

• Legal Name: Rutgers, The State University of New Jersey
• Operating Through: [Rutgers Department/Unit/Campus, e.g., Office of Information Technology, School of Arts and Sciences - New Brunswick]
• Address: [Rutgers Department/Unit Address, e.g., 500 George Street, New Brunswick, NJ 08901]
• Contact Name: [Rutgers Primary Contact Full Legal Name]
• Contact Title: [Rutgers Primary Contact Title]
• Contact Email: [Rutgers Primary Contact Email]
• Contact Phone: [Rutgers Primary Contact Phone Number] (Hereinafter referred to as "Rutgers" or "Client")

B. CONTRACTOR:

• Legal Name: [Contractor Full Legal Name]
• Type of Entity: [e.g., Corporation, LLC, Sole Proprietorship]
• State of Incorporation/Formation: [State]
• Principal Place of Business: [Contractor Full Address]
• Contact Name: [Contractor Primary Contact Full Legal Name]
• Contact Title: [Contractor Primary Contact Title]
• Contact Email: [Contractor Primary Contact Email]
• Contact Phone: [Contractor Primary Contact Phone Number] (Hereinafter referred to as "Contractor")

C. DEFINITIONS:

1. Agreement: Refers to this Statement of Work and any exhibits or attachments hereto. If a Master Services Agreement (MSA) or similar overarching contract exists between Rutgers and Contractor, then "Agreement" shall refer to that MSA and this SOW shall be governed by and incorporated into said MSA.
2. Confidential Information: Non-public information disclosed by one party to the other, designated as confidential or which, by its nature, would reasonably be understood to be confidential.
3. Deliverables: All tangible and intangible work products, reports, documents, data, software, inventions, and materials specified in Section 2, which Contractor is required to deliver to Rutgers under this SOW.
4. Effective Date: The date specified in the Document Header.
5. Services: The tasks and activities to be performed by Contractor for Rutgers as described in Section 1.
6. Work Product: All Deliverables, and any intellectual property, materials, or results produced by Contractor in the course of performing the Services, whether or not explicitly listed as Deliverables.

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Operative Clauses & Terms:

1. SCOPE OF SERVICES Contractor shall perform the following services ("Services") for Rutgers: [Clearly and comprehensively describe the services to be performed. Include specific tasks, methodologies, technical specifications, and any constraints. Reference an attached Exhibit A if extensive.]

2. DELIVERABLES Contractor shall provide the following deliverables ("Deliverables") to Rutgers: [List specific, measurable, and time-bound deliverables. For each, specify format, quantity, and acceptance criteria. Reference an attached Exhibit B if extensive.]

3. TERM AND SCHEDULE 3.1. Start Date: The Services shall commence on [Start Date]. 3.2. End Date: The Services shall conclude on [End Date], unless terminated earlier in accordance with Section 11. 3.3. Milestones: * [Milestone 1 Description]: [Target Date] * [Milestone 2 Description]: [Target Date] * [Add additional milestones as necessary] 3.4. Reporting: Contractor shall provide progress reports [frequency, e.g., weekly, bi-weekly] to [Rutgers Contact Name] via [Reporting Method, e.g., email, status meeting].

4. COMPENSATION AND PAYMENT 4.1. Total Compensation: Rutgers shall pay Contractor a total amount not to exceed [Amount in words (Dollars)] ($[Amount in numerals]) for the complete and satisfactory performance of Services and delivery of all Deliverables. 4.2. Payment Schedule: Payment shall be made as follows: * [Payment 1 Description, e.g., 25% upon SOW execution]: $[Amount] * [Payment 2 Description, e.g., 25% upon completion of Milestone 1]: $[Amount] * [Add additional payment terms, e.g., monthly, upon acceptance of deliverables] 4.3. Invoicing: Contractor shall submit invoices to [Rutgers Invoicing Contact/Department] at [Rutgers Invoicing Address/Email] on [Invoicing Frequency/Trigger]. Invoices must include the SOW reference number, detailed breakdown of services/deliverables, and conform to Rutgers' invoicing requirements. 4.4. Payment Terms: Rutgers will process undisputed invoices for payment within [Number, typically 30 or 60] days of receipt of a complete and accurate invoice. 4.5. Expenses: All travel and out-of-pocket expenses are [Included in Total Compensation / Reimbursable with prior written approval and supporting documentation / Not Reimbursable]. If reimbursable, specify caps and acceptable expense types.

5. ACCEPTANCE Rutgers shall have [Number, e.g., 10] business days following the delivery of each Deliverable to review and accept or reject it. If Rutgers rejects a Deliverable, Contractor shall have [Number, e.g., 5] business days to correct and resubmit. Acceptance shall not be unreasonably withheld or delayed.

6. RELATIONSHIP OF PARTIES Contractor shall perform the Services as an independent contractor. Nothing in this SOW shall be construed to create a partnership, joint venture, agency, or employment relationship between Rutgers and Contractor. Contractor is solely responsible for its employees, taxes, insurance, and compliance with all applicable laws.

7. CONFIDENTIALITY 7.1. Obligations: Each party (the "Receiving Party") agrees to hold in strict confidence all Confidential Information of the other party (the "Disclosing Party") disclosed under this SOW and not to disclose such information to any third party or use it for any purpose other than fulfilling its obligations under this SOW. 7.2. Exceptions: These obligations do not apply to information that: (a) is or becomes publicly known without breach of this SOW; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party promptly notifies the Disclosing Party prior to such disclosure. 7.3. Rutgers Data: Contractor acknowledges that Rutgers' data, including but not limited to student records (FERPA), patient information (HIPAA), and research data, is highly sensitive. Contractor agrees to comply with all applicable Rutgers policies, state, and federal laws regarding data privacy and security.

8. INTELLECTUAL PROPERTY 8.1. Ownership of Work Product: All Work Product (including Deliverables) created by Contractor in the performance of the Services for Rutgers shall be considered "work made for hire" and shall be the sole and exclusive property of Rutgers. To the extent any Work Product does not qualify as "work made for hire," Contractor hereby irrevocably assigns to Rutgers all right, title, and interest in and to such Work Product. 8.2. Pre-existing Materials: Contractor retains ownership of any intellectual property it owned or developed prior to or independently of this SOW ("Contractor Pre-existing Materials"). Contractor grants Rutgers a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute, and display Contractor Pre-existing Materials incorporated into any Work Product for Rutgers' internal business purposes. 8.3. Rutgers Materials: Rutgers retains all ownership rights in its Confidential Information, data, and intellectual property. Contractor shall have no right to use Rutgers' intellectual property except as expressly necessary to perform the Services under this SOW.

9. REPRESENTATIONS AND WARRANTIES Contractor represents and warrants that: (a) it has the full power and authority to enter into this SOW and perform the Services; (b) the Services will be performed in a professional and workmanlike manner, conforming to generally accepted industry standards; (c) the Deliverables will be free from material defects and conform to the specifications herein; (d) the Services and Deliverables will not infringe upon any intellectual property rights of any third party; and (e) it will comply with all applicable federal, state, and local laws, rules, and regulations, including Rutgers policies.

10. INDEMNIFICATION Contractor shall indemnify, defend, and hold harmless Rutgers, its trustees, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) Contractor's breach of this SOW; (b) any negligent or willful act or omission of Contractor or its personnel; (c) any claim that the Services or Deliverables infringe upon the intellectual property rights of a third party; or (d) any claims for personal injury or property damage caused by Contractor's performance of the Services.

11. TERM AND TERMINATION 11.1. Termination for Cause: Either party may terminate this SOW with immediate effect upon written notice if the other party materially breaches any provision of this SOW and fails to cure such breach within [Number, e.g., 15] days after receiving written notice thereof. 11.2. Termination for Convenience (Rutgers): Rutgers may terminate this SOW, or any part thereof, for its convenience, at any time, by providing [Number, e.g., 30] days' prior written notice to Contractor. In such event, Rutgers shall pay Contractor for Services satisfactorily performed and Deliverables accepted up to the date of termination. 11.3. Effect of Termination: Upon termination, Contractor shall promptly cease all Services, return all Rutgers Confidential Information and Work Product, and provide an invoice for authorized Services rendered and Deliverables accepted up to the termination date.

12. INSURANCE Contractor shall maintain, at its sole expense, the following insurance coverages: (a) Commercial General Liability in the amount of not less than $[Amount, e.g., 1,000,000] per occurrence; (b) Professional Liability/Errors & Omissions insurance in the amount of not less than $[Amount, e.g., 1,000,000] per claim, if applicable; and (c) Workers' Compensation insurance as required by law. Contractor shall provide Rutgers with certificates of insurance naming Rutgers, The State University of New Jersey, as an additional insured on the Commercial General Liability policy.

13. GOVERNING LAW AND DISPUTE RESOLUTION This SOW shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. Any disputes arising under this SOW shall be brought exclusively in the state or federal courts located in New Jersey.

14. ENTIRE AGREEMENT This SOW, together with any referenced exhibits and, if applicable, the Master Services Agreement between the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

15. AMENDMENTS Any amendment or modification to this SOW must be in writing and signed by authorized representatives of both Rutgers and Contractor.

16. NOTICES All notices required or permitted under this SOW shall be in writing and deemed effective upon receipt when delivered personally, sent by certified mail (return receipt requested), or by recognized overnight courier, to the addresses specified in the "Parties" section.

17. FORCE MAJEURE Neither party shall be liable for any failure or delay in performing its obligations under this SOW due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

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Execution & Signatures Block:

IN WITNESS WHEREOF, the parties hereto have executed this Statement of Work as of the Effective Date.

FOR RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY:

Signature: _________________________________________ Printed Name: [Rutgers Authorized Signatory Full Legal Name] Title: [Rutgers Authorized Signatory Title, e.g., Director of Procurement, Department Head] Date: [Date of Rutgers Signature]

FOR [CONTRACTOR FULL LEGAL NAME]:

Signature: _________________________________________ Printed Name: [Contractor Authorized Signatory Full Legal Name] Title: [Contractor Authorized Signatory Title] Date: [Date of Contractor Signature]

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Step-by-Step Execution Guide:

1. Review and Complete Blanks:

   • Carefully review all sections of this SOW.
   • Fill in all bracketed blanks [ ] with the precise information (e.g., dates, names, amounts, specific descriptions of services/deliverables). Ensure accuracy and completeness.
   • For [TEXT] or [Description], provide detailed, unambiguous language. For extensive details, refer to clearly labeled Exhibit A: Scope of Services and Exhibit B: Deliverables & Milestones, which must be attached and referenced.
   • Ensure any financial figures are consistent across the document (e.g., total compensation matches payment schedule).

2. Internal Rutgers Review & Approval:

   • Department/Unit Review: The requesting Rutgers department/unit lead must review the SOW for alignment with project needs and budget.
   • Procurement Review: Submit the draft SOW to the appropriate Rutgers Procurement Services office for review, ensuring compliance with University purchasing policies, vendor selection, and contracting guidelines.
   • Legal Counsel Review: For high-value contracts, sensitive data, or non-standard terms, Rutgers Office of General Counsel review may be mandatory or highly recommended. Obtain all necessary internal Rutgers approvals (e.g., budget approval, IT security review for systems access, data handling approval).

3. Negotiation (if required):

   • If the Contractor proposes changes, all modifications must be in writing.
   • Any material changes to legal or financial terms must be re-reviewed by Rutgers Procurement and/or Legal Counsel.

4. Signature Process:

   • Contractor Signature: The Contractor's authorized signatory (e.g., President, CEO, duly appointed officer) must sign and date the SOW.
   • Rutgers Signature: Only duly authorized Rutgers personnel (typically from Procurement Services or specific designated signatories for certain contract types and values) may execute contracts on behalf of Rutgers. Departmental staff generally do not have signatory authority for external contracts.

5. Distribution and Filing:

   • Originals/Copies: Ensure fully executed copies are distributed to:
     • Contractor (original or certified copy).
     • Rutgers Procurement Services (original for central file).
     • Rutgers requesting department/unit (copy for project file).
     • Rutgers Accounts Payable (for invoicing and payment processing).
   • Record Keeping: Maintain a secure, accessible, and organized record of the SOW and any related exhibits or amendments within the relevant Rutgers department and central procurement files.

6. Enforcement and Monitoring:

   • Project Management: The Rutgers project lead is responsible for monitoring Contractor's performance against the Scope of Services, Deliverables, and Schedule.
   • Invoice Verification: Verify invoices against the agreed-upon payment schedule and accepted deliverables before approving for payment.
   • Compliance: Ensure ongoing compliance with all terms, particularly those related to confidentiality, data security, and intellectual property.
   • Amendments: Any changes to the SOW must follow the amendment process (Section 15) and receive appropriate internal and external approvals.