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A reusable statement of work for a Customer engaging a Supplier for a defined project, services, deliverables, milestones, fees and acceptance process, either under a master agreement or as a standalone engagement.
Delaware, United States · New York, United States · California, United States · United States (Federal)
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Customer] (the "Customer") and [TO BE CONFIRMED — Supplier] (the "Supplier").
"Project" means [TO BE CONFIRMED — Project].
"Purpose" means [TO BE CONFIRMED — Purpose].
"Services" means
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A bilateral business-to-business statement of work for a Supplier to provide defined services and deliverables to a Customer under ADGM law, with project, payment, acceptance, intellectual property, confidentiality, data protection, liability and dispute provisions.
"Deliverables" means [TO BE CONFIRMED — Deliverables].
"Milestones" means [TO BE CONFIRMED — Milestones].
"Start Date" means [TO BE CONFIRMED — Project start date].
"End Date" means [TO BE CONFIRMED — Project end date].
"Customer Dependencies" means [TO BE CONFIRMED — Customer dependencies].
"Pricing Model" means [TO BE CONFIRMED — Pricing model].
"Fee Schedule" means [TO BE CONFIRMED — Fee schedule].
"Invoicing Schedule" means [TO BE CONFIRMED — Invoicing schedule].
"Payment Period" means 30 days after receipt of an undisputed invoice.
"Expense Policy" means No expenses are reimbursable unless the Customer approves them in writing in advance and the Supplier provides reasonable supporting documentation..
"Acceptance Period" means 10 business days after delivery.
"Master Agreement" means [TO BE CONFIRMED — Master agreement].
"Governing Law" means [TO BE CONFIRMED — Governing law].
"Forum" means [TO BE CONFIRMED — Forum].
This statement of work is made under the Master Agreement and forms part of it, and the terms of the Master Agreement apply to it. If there is a conflict between this statement of work and the Master Agreement, the order-of-precedence provision of the Master Agreement applies or, if it has none, the Master Agreement prevails unless this statement of work expressly identifies the provision of the Master Agreement that it changes and states that it prevails, in which case the change applies to this statement of work only. The Intellectual Property clause and the Confidentiality clause of this statement of work apply only where there is no Master Agreement; where there is one, the provisions of the Master Agreement on intellectual property, confidentiality, liability, and governing law and forum apply instead.
The Supplier will perform the Services for the Purpose and provide the Deliverables in accordance with the Milestones. Work outside the Services is not included unless the parties approve it under the Changes clause.
This statement of work starts on the Start Date and ends on the End Date, unless ended earlier under the master services agreement (if any) under which it is made or, if there is none, under the Termination clause.
The Customer will provide the Customer Dependencies in a timely manner and will make decisions, approvals and access reasonably needed for the Supplier to perform the Services. The Supplier will promptly notify the Customer if a Customer Dependency is late, incomplete or unsuitable and the parties will reasonably adjust the Milestones to reflect the resulting impact.
The Supplier will perform the Services with reasonable skill and care, using personnel with appropriate skills and experience, and in a professional and workmanlike manner.
Either party may request a change to the Services, Deliverables, Milestones, Fee Schedule or other terms of this statement of work. A change is effective only when both parties approve a written change description that states its effect on scope, timing and fees. Until then, the Supplier will continue to perform the existing Services.
The Customer will pay the Supplier in accordance with the Pricing Model, Fee Schedule and Invoicing Schedule. The Supplier will submit invoices that reasonably describe the applicable Services, Deliverables or Milestones and any approved expenses.
The Customer will pay each undisputed invoice within the Payment Period. If the Customer disputes an invoice in good faith, it will notify the Supplier promptly, explain the dispute in reasonable detail, and pay the undisputed amount within the Payment Period. The parties will work in good faith to resolve the dispute.
Expenses are handled under the Expense Policy. Fees do not include taxes based on the Supplier's net income, payroll or property. The Customer is responsible for transaction taxes properly chargeable on the Services or Deliverables, except to the extent it provides a valid exemption certificate.
The Customer will review each Deliverable within the Acceptance Period after delivery to determine whether it materially conforms to the applicable requirements in the Services and Deliverables. The Customer will either accept it or give the Supplier a written rejection identifying each material nonconformity in reasonable detail. The Supplier will use reasonable efforts to correct a timely reported nonconformity and resubmit the Deliverable for review. A Deliverable is accepted when the Customer accepts it in writing, uses it in production or for its intended business purpose, or does not reject it within the Acceptance Period.
On full payment of the applicable fees, the Supplier assigns to the Customer all right, title and interest in Deliverables created specifically for the Customer under this statement of work, excluding Supplier Background Materials and Third-Party Materials. "Supplier Background Materials" means materials, tools, methods, software, know-how and other intellectual property developed or acquired by the Supplier independently of this statement of work. "Third-Party Materials" means materials licensed from a third party. The Supplier retains all rights in Supplier Background Materials and grants the Customer a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, modify and distribute any Supplier Background Materials incorporated in a Deliverable, solely as needed to use that Deliverable. Third-Party Materials are provided subject to their applicable license terms.
Each party will protect the other party's non-public business, technical, financial and commercial information that is disclosed in connection with this statement of work and that a reasonable person would understand to be confidential. A receiving party may use that information only to perform or receive the Services and may disclose it only to personnel, advisers and subcontractors who need to know it and are bound by confidentiality obligations no less protective than this clause. These obligations do not apply to information that the receiving party can show was already known without restriction, becomes public through no breach, is independently developed without use of the confidential information, or is lawfully received without a duty of confidentiality. A receiving party may disclose confidential information where required by law after giving prompt notice where legally permitted.
Each party will comply with applicable privacy and data-protection law in connection with this statement of work. The Supplier will process personal data for the Customer only as documented by the Customer and as necessary to provide the Services, implement reasonable technical and organizational security measures, and promptly notify the Customer after becoming aware of a confirmed unauthorized access to personal data processed for the Customer. The parties will enter into any required data processing agreement.
The Supplier may use subcontractors to perform the Services but remains responsible for their performance. The Supplier will ensure that each subcontractor is bound by written obligations consistent with the Confidentiality clause and, where applicable, the Data Protection clause.
The Supplier is an independent contractor. Nothing in this statement of work creates a partnership, joint venture, fiduciary, employment, agency or other relationship between the parties. Neither party may bind the other or incur obligations on the other party's behalf.
Either party may terminate this statement of work for a material breach if the other party does not cure that breach within 30 days after receiving written notice describing it. The Customer may also terminate this statement of work for convenience on 15 days' written notice. On termination, the Customer will pay the Supplier for conforming Services performed and approved, non-cancellable commitments properly incurred, and accepted Deliverables provided through the termination date. Each party will return or securely destroy the other party's confidential information on request, subject to legal retention requirements.
A notice under this statement of work must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of receipt, to the Customer at [TO BE CONFIRMED — Customer notice address] and to the Supplier at [TO BE CONFIRMED — Supplier notice address], or to another address notified under this clause. A notice is effective on delivery, except that an email sent outside normal business hours at the recipient's location is effective on the next business day.
The Governing Law governs this statement of work and any non-contractual claim arising out of it, without regard to conflict-of-laws rules. The courts located in the Forum have exclusive jurisdiction, and each party submits to those courts.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS STATEMENT OF WORK.
Except for fraud, willful misconduct, amounts properly payable for the Services, and liability that cannot lawfully be limited, each party’s aggregate liability arising from this statement of work is limited to the total fees paid or payable under it. Neither party is liable for indirect or consequential loss, except to the extent such exclusion is prohibited by law. This cap does not create an obligation to pay for unperformed Services.
The Supplier will perform the Services with reasonable skill and care and supply Deliverables conforming to the agreed specifications. On prompt written notice describing a failure, the Supplier will correct or reperform the affected work within a reasonable period at its expense. If it cannot do so, the Customer may terminate the affected work and recover fees paid for the nonconforming part, without limiting remedies that cannot lawfully be excluded.
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