Statement of work

Statement of Work ____ (Project name) This Statement of Work (the “SOW”) is dated ____ (Date of this SOW) and is agreed between ____ (Agency’s legal name) (the “Agency”) and ____ (Client’s legal name) (the “Client”). It is governed by the master services agreement between the sides dated ____ (Date of the master agreement, if any); if there is none, the terms in sections 8 to 16 below apply. Section 1: Objectives 1.1 The aim of the project is: ____ (State the objective in a few sentences) 1.2 The project will be a success for the Client if: ____ (Say how the Client will know it worked) Section 2: Scope of work 2.1 The Agency will carry out the activities in Schedule A (the “Services”) and deliver the deliverables listed there. 2.2 Anything that is not described in Schedule A is out of scope. If the Client asks for something that is out of scope, the Agency will say what it would cost and how it would move the dates, and it is added only through a change order under section 9. 2.3 The project is expected to start on ____ (Start date) and finish by ____ (End date). Section 3: Assumptions 3.1 The dates and prices in this SOW depend on these assumptions: ____ (List what the Agency is assuming) 3.2 If an assumption turns out to be wrong, the Agency will tell the Client promptly, and the sides will agree any change to the dates or fees under section 9. Section 4: People and how we work together 4.1 The Agency will assign ____ (the Agency’s project lead) as its project lead. The Agency may change the people working on the project, but will tell the Client first and will make sure that anyone who joins has the skills the work needs. 4.2 The sides will meet or speak ____ (How often the sides check in) to review progress, risks and decisions. The Agency will send a short written update before each meeting that says what has been done, what is next and anything that is blocked. 4.3 Questions and approvals that are given by email by the project leads are binding on their side for the purposes of this SOW. Anything that changes the scope, the dates or the fees must be made through section 9. Section 5: Risks and how they are handled 5.1 Each side will tell the other as soon as it becomes aware of anything that is likely to delay the project or raise its cost, such as a change in the Client’s priorities, a dependency on a third party, or content that arrives late. 5.2 Where a risk turns into a delay that is not the Agency’s fault, the dates move by the length of the delay. Where it raises the cost, the Agency will explain in writing how, and the sides will agree whether to accept the extra cost, to reduce the scope, or to stop, before any more work is done on the affected part. Section 6: What the Client will provide 6.1 The Client will give the Agency, within two business days of a request, the access, content, information and decisions that the Agency reasonably needs to carry out the Services, and will name ____ (the Client’s project lead) as the person who decides on the Client’s behalf. 6.2 Time that the Agency waits for something that the Client was to provide moves the dates by the same amount and, if the wait is longer than ten business days, the Agency may charge reasonable standby costs. Section 7: Review and acceptance 7.1 The Agency will submit each deliverable for review. The Client will accept it or give written reasons why it does not meet Schedule A within ____ (Review period). A deliverable that has not been rejected in that time is treated as accepted. 7.2 The Agency will correct a rejected deliverable and re-submit it. Up to ____ (Rounds of revisions included) of revisions to each deliverable are included in the fees. Further revisions are charged at the rates in Schedule B. Section 8: Fees and payment 8.1 The Client will pay the fees in Schedule B. The Agency will invoice each amount when its milestone is reached, and the Client will pay each invoice within ____ (Days to pay) of receiving it. 8.2 Expenses and third-party costs, such as stock images, licences, printing and paid advertising, are not included in the fees. The Agency will get the Client’s written approval before incurring one, and will pass it on at cost. Section 9: Change control 9.1 Either side may ask for a change to the Services, the deliverables, the dates or the fees. The Agency will respond in writing within three business days with the effect of the change on the cost and dates. A change takes effect only when both sides have signed a written change order. 9.2 While a change is being discussed, the Agency will carry on with the work that is not affected. Section 10: The Agency’s promises 10.1 The Agency promises that it will carry out the Services with reasonable skill and care, that the deliverables will match their description in Schedule A when delivered, and that it will not knowingly use anything in the deliverables that infringes another person’s rights. 10.2 If a deliverable does not match its description, and the Client tells the Agency within thirty days of delivery, the Agency will correct it at no extra charge. This is the Client’s only remedy for that problem, apart from the Client’s right to end this SOW under section 15. The Agency makes no other promise about the results of the project, including any promise about search ranking, sales, audience or business growth. Section 11: Ownership 11.1 When the Client has paid for a deliverable in full, the Agency assigns to the Client all rights in that deliverable, other than the Agency’s tools, methods and pre-existing material, which the Agency keeps and licenses to the Client on a non-exclusive, perpetual basis as part of the deliverable. Third-party material is licensed on the terms of its owner, which the Agency will tell the Client about. 11.2 The Agency may describe the project in its portfolio unless the Client asks it not to in writing. Section 12: Tools, access and security 12.1 The Client will give the Agency access to the accounts, systems and materials the Agency needs, using the least access that is enough for the work, and will remove that access when the project ends. The Agency will keep access details private, will use them only for the project, and will tell the Client at once if it suspects they have been misused. 12.2 The Agency will use only tools and software that it is licensed to use, will keep the Client’s materials in the Agency’s secure systems, and will delete or return them at the end of the project when the Client asks. Section 13: Subcontractors and third parties 13.1 The Agency may use subcontractors for parts of the Services if it tells the Client first and stays responsible for their work. Where the project depends on a third-party service chosen by the Client, such as a hosting provider or a payment processor, the Client is responsible for its terms and fees. Section 14: When the project is complete 14.1 The project is complete when the last deliverable has been accepted under section 7 and the final invoice has been paid. The Agency will then hand over all source files, credentials and documentation that belong to the Client, and confirm in writing that it has deleted any materials it no longer needs. 14.2 If the Client wants support after completion, the sides will agree it in a separate SOW or change order. Questions about a deliverable within thirty days of acceptance will be answered at no charge. Section 15: Ending the project 15.1 Either side may end this SOW by giving fourteen days’ written notice. The Client will pay for the work done and costs committed up to the end date, in proportion to the milestones reached. Section 16: General 16.1 Confidentiality. Each side will keep the other’s non-public business information private, use it only for the project, and protect it as it protects its own, for three years after this SOW ends. 16.2 Liability. Neither side is responsible for the other’s loss of profit or any indirect loss, and the Agency’s total responsibility for the project is limited to the fees paid under this SOW in the twelve months before the claim, except where the law does not allow it to be limited. 16.3 Governing law. This SOW is governed by the laws of the State of ____ (Governing law (state)). 16.4 Signing. This SOW may be signed in separate copies and electronically, and each is as effective as a handwritten original. It may be changed only in writing signed by both sides. Schedule A — Services and deliverables Deliverable Description Due Fee milestone ____ (Deliverable 1) ____ (Description 1) ____ (Due 1) ____ (Milestone 1) ____ (Deliverable 2) ____ (Description 2) ____ (Due 2) ____ (Milestone 2) ____ (Deliverable 3) ____ (Description 3) ____ (Due 3) ____ (Milestone 3) ____ (Deliverable 4) ____ (Description 4) ____ (Due 4) ____ (Milestone 4) Schedule B — Fees Basis: ____ (Fee basis). Rate for out-of-scope work: ____ (Hourly rate, in US dollars) per hour. Milestone Invoice date Amount (US dollars) ____ (Milestone 1) ____ (Invoice date 1) ____ (Amount 1) ____ (Milestone 2) ____ (Invoice date 2) ____ (Amount 2) ____ (Milestone 3) ____ (Invoice date 3) ____ (Amount 3) Total: ____ (Total fees, in US dollars) Schedule C — Timeline Phase What happens Starts Ends 1. Kick-off ____ (Phase 1: what happens) ____ (Phase 1 starts) ____ (Phase 1 ends) 2. Delivery ____ (Phase 2: what happens) ____ (Phase 2 starts) ____ (Phase 2 ends) 3. Review ____ (Phase 3: what happens) ____ (Phase 3 starts) ____ (Phase 3 ends) 4. Hand-over ____ (Phase 4: what happens) ____ (Phase 4 starts) ____ (Phase 4 ends) Dates in this schedule move as described in sections 6 and 5. Signatures By signing below, each party agrees to this document and confirms that the person signing has the authority to do so. Agency ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Agency signature) Signature ____ (Agency date signed) Date Client ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Client signature) Signature ____ (Client date signed) Date