Work Scope Template

STATEMENT OF WORK (SOW) AND PROFESSIONAL SERVICES AGREEMENT

Document ID: SOW-[YYYYMMDD]-[UNIQUE_ID] Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: [State/Country]

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LEGAL DISCLAIMER

This document is provided for informational and drafting assistance purposes only. It does not constitute legal advice or an attorney-client relationship. Laws governing service contracts, intellectual property, and liability limitations vary significantly by jurisdiction. Users are strongly advised to have this document reviewed by qualified legal counsel in the applicable governing jurisdiction prior to execution to ensure enforceability and compliance with local statutory requirements.

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1. PARTIES AND RECITALS

This Statement of Work (the "SOW") is entered into by and between [Company Full Legal Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] ("Company"), and [Client Full Legal Name], a [State of Incorporation] corporation with its principal place of business at [Client Address] ("Client").

WHEREAS, Company provides professional services and Client desires to engage Company to perform the services set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

2. SCOPE OF SERVICES

Company shall perform the services described in Exhibit A (the "Services"). Any material change to the Scope of Services must be documented in a written Change Order signed by authorized representatives of both Parties.

3. COMPENSATION AND PAYMENT TERMS

3.1. Fees. Client shall pay Company the amount of $[Amount in USD] in accordance with the milestone schedule set forth in Exhibit B. 3.2. Invoicing. Company shall submit invoices upon the completion of milestones. Payment shall be due net thirty (30) days from the date of receipt of a valid invoice. 3.3. Late Payments. Any undisputed payments not received by the due date shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

4. TERM AND TERMINATION

4.1. Term. This SOW commences on the Effective Date and continues until the completion of Services, unless terminated earlier pursuant to this Section. 4.2. Termination for Cause. Either Party may terminate this SOW upon written notice if the other Party materially breaches any term and fails to cure such breach within thirty (30) days of receiving written notice. 4.3. Termination for Convenience. Client may terminate this SOW for convenience upon thirty (30) days’ prior written notice, provided that Client pays for all Services rendered and expenses incurred up to the date of termination.

5. INTELLECTUAL PROPERTY

All deliverables, designs, code, or documentation created specifically for the Client under this SOW ("Work Product") shall be deemed "work made for hire" to the extent permitted by law. Company hereby assigns all right, title, and interest in such Work Product to Client upon full payment of fees. Company retains ownership of its pre-existing methodologies, tools, and intellectual property.

6. MUTUAL CONFIDENTIALITY

Each Party agrees to protect the other Party’s Confidential Information with the same degree of care it uses for its own sensitive data. This obligation remains in effect for three (3) years following the termination of this SOW. Confidential Information does not include information that is publicly known or independently developed.

7. REPRESENTATIONS AND WARRANTIES

Company represents and warrants that (a) it has the full right and authority to enter into this SOW, and (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards.

8. LIMITATION OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS SOW SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. DISPUTE RESOLUTION AND GOVERNING LAW

This SOW shall be governed by the laws of [Jurisdiction]. Any disputes arising under this SOW shall be resolved through binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

10. MISCELLANEOUS

10.1. Severability. If any provision is held invalid, the remainder of the SOW shall remain in effect. 10.2. Counterparts. This SOW may be executed in counterparts, each of which shall be an original. 10.3. Entire Agreement. This SOW constitutes the entire agreement between the Parties and supersedes all prior agreements.

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EXECUTION

FOR [COMPANY LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [CLIENT LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed text (e.g., [Company Full Legal Name]) with actual party details. Ensure Exhibit A (Services) and Exhibit B (Fees) are attached as distinct documents or appended pages.
2. Verification: Confirm the signatory is an officer or director with legal authority to bind the entity. For larger contracts, verify the signers against the corporate certificate of incumbency.
3. Execution: Use an e-signature platform such as DocuSign, Adobe Sign, or HelloSign. Ensure the "Audit Trail" or "Certificate of Completion" is downloaded and saved with the signed SOW.
4. Distribution: Provide a fully executed PDF copy to both the Company’s finance department and the Client’s procurement/accounts payable team.
5. Retention: Maintain the executed agreement in a centralized legal repository (e.g., SharePoint, Box, or dedicated Contract Lifecycle Management software) for a minimum of seven (7) years post-termination for audit and liability protection purposes.