Narrative. A Statement of Work (“SOW”) is the operational exhibit to a Master Services Agreement or Independent Contractor Agreement. The MSA governs the legal framework (IP, confidentiality, indemnification, limitation of liability); the SOW governs the actual work (scope, deliverables, milestones, fees, acceptance criteria). Keeping them separate allows the parties to execute multiple SOWs under a single negotiated MSA without re-papering. Big-law practice enforces four rules: (1) no SOW should modify the MSA unless expressly stated and countersigned by authorized signatories of both parties, (2) every deliverable needs objective acceptance criteria to avoid disputes about whether work is “done,” (3) fee schedules should tie to milestones, not mere effort, and (4) change control requires a written amendment signed by both parties before additional work proceeds.

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Statement of Work No. [NUMBER]

This Statement of Work (this “SOW”) is entered into as of [DATE] and is governed by and subject to the [Master Services Agreement / Independent Contractor Agreement] dated [DATE] (the “Agreement”) between [COMPANY NAME], Inc. (“Company”) and [CONTRACTOR / PROVIDER NAME] (“Provider”). In the event of a conflict between this SOW and the Agreement, the Agreement shall control, except as expressly stated otherwise in this SOW and agreed to in writing.

1. Scope of Services

Provider shall perform the following services (the “Services”):

[Describe services with particularity. Avoid vague phrases like “and related matters.”]

2. Deliverables

| # | Deliverable | Description | Due Date | |—|—|—|—| | 1 | [Name] | [Description] | [Date] | | 2 | [Name] | [Description] | [Date] | | 3 | [Name] | [Description] | [Date] |

3. Acceptance Criteria

Each Deliverable shall be deemed accepted when it meets the following criteria: – [Objective, testable criteria — e.g., “passes acceptance tests attached as Annex 1”] – [—]

Company shall have [ten (10)] business days after delivery to review and provide written acceptance or rejection with specific reasons. If Company does not respond within that period, the Deliverable shall be deemed accepted.

4. Fees and Payment Schedule

Total fees for the Services shall not exceed $[MAX AMOUNT], payable according to the following schedule:

| Milestone | Amount | Trigger | |—|—|—| | Kickoff | $[AMOUNT] | Upon execution of this SOW | | Deliverable 1 Acceptance | $[AMOUNT] | Acceptance of Deliverable 1 | | Deliverable 2 Acceptance | $[AMOUNT] | Acceptance of Deliverable 2 | | Final Acceptance | $[AMOUNT] | Acceptance of all Deliverables |

Invoices are payable [net 30] from receipt.

5. Key Personnel

Provider shall assign the following personnel to the Services (the “Key Personnel”): [NAME, ROLE]. Provider shall not replace any Key Personnel without Company’s prior written consent (not to be unreasonably withheld).

6. Expenses

Company shall reimburse Provider for the following pre-approved expenses only: [list]. All other expenses are Provider’s responsibility.

7. Term

This SOW commences on the Effective Date and continues until the earlier of (a) Final Acceptance of all Deliverables, (b) [DATE], or (c) termination in accordance with the Agreement.

8. Change Control

Any change to the scope, deliverables, fees, or timeline of this SOW must be documented in a written change order signed by both parties before the change takes effect.

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COMPANY: [COMPANY NAME], Inc. PROVIDER:

By: _________________________ By: _________________________ Name: Name: Title: Title: Date: Date:

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.