STATEMENT OF WORKS (FOR CUSTOMERS BUYING SERVICES)

This Statement of Work covers customers buying services under a master agreement, and explains services, personnel, key man requirements, deadlines, fees, and records and audits for a statement of work.

Party 1 (You)

Name / Company

Individual / Company

Address 1

Address 2

City

State/Province

Zip

And Party 2 (Them)

Name / Company

Individual / Company

Address 1

Address 2

City

State/Province

Zip

Related Contracts

Statement of Work (For Customers Buying Deliverables)

Statements of Work (For Customers Buying Services and Deliverables)

Work Statement (For Vendors Selling Deliverables)

Work Statements (For Vendors Selling Services)

Works Statement (For Vendors Selling Services and Deliverables)

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Question 11 of 12

Question 12 of 12

1 Master Agreement Title/Name

PREAMBLE - STATEMENT OF WORK (Master Agreement Name) - What is the title/name of the master agreement?

2 Master Agreement Title/Name

PREAMBLE - STATEMENT OF WORK (Master Agreement Date) - What is the date of the master agreement?

3 Services

SERVICES - (Party-1 Buys) - What are the Services?

	I will specify a short Services description here. Party-2 agrees to provide the following Services: What are the Services?
	I have a longer Services description/Specifications which I want to add as an exhibit (IF YOU SELECT THIS OPTION, THEN SCROLL IN THE RIGHT HAND PANEL TO THE END OF THE AGREEMENT, CLICK UNDERNEATH THE SIGNATURES, TYPE "EXHIBIT" AND PASTE IN YOUR SPECIFICATIONS). Party-2 agrees to provide all Services according to the "Specifications" in the attached exhibit, which is a part of this Agreement.

4 Background Check

PERSONNEL - BACKGROUND CHECK (Party-1 Buys) - Should there be a background check?

Yes.

Which party (or parties) should perform background checks?

Party-1

Background Check. In accordance with applicable Law, Party-1 shall conclude a criminal background check and a social security number check for each member of the Party-1 personnel indicating a favorable/satisfactory result, before any such member performs Services on site at Party-2's premises. Party-1 agrees to provide Party-2 with written verification that the results of all these checks were favorable/satisfactory and, upon request, provide a copy of the relevant report along with the Party-1 personnel member's consent to the release of this report to Party-2.

Party-2

Background Check. In accordance with applicable Law, Party-2 shall conclude a criminal background check and a social security number check for each member of the Party-2 personnel indicating a favorable/satisfactory result, before any such member performs Services on site at Party-1's premises. Party-2 agrees to provide Party-1 with written verification that the results of all these checks were favorable/satisfactory and, upon request, provide a copy of the relevant report along with the Party-2 personnel member's consent to the release of this report to Party-1.

No.

5 Key Personnel and Project Managers

PERSONNEL - KEY PERSONNEL AND PROJECT MANAGERS (Party-1 Buys) - Are there any Key Personnel? Who are the project managers?

Key Personnel.

If one or more Key Personnel terminate their employment with Party-2 or otherwise become unavailable to perform Services, Party-2 agrees to (A) notify Party-1 of such termination or unavailability and (B) provide replacement Party-2 personnel who have comparable training and experience. Party-2 agrees to provide the Services through the following Party-2 personnel who constitute "Key Personnel":

	Individual names. Please state the names.Please state the names of the Key Personnel.
	Not applicable. None.

Project managers

Below appears an initial designation of a project manager for each party who is the principal point of contact between the parties for all matters under this Agreement. Either party may designate a new project manager by written notice to the other party.

Party-1

Party-1's project manager.

Party-1's project manager:

Who is Party-1's project manager?

Party-2

Party-2's project manager.

Party-2's project manager:

Who is Party-2's project manager?

6 Deadline (Services)

DEADLINE (Services) - When will all Services be provided?

	I will specify the deadline(s). Please describe the deadline(s):
	Days after the Effective Date deadline. The Services will be provided within the following number of days after the Effective Date: Type number of days.
	Not applicable. INTENTIONALLY LEFT BLANK BY THE PARTIES.

7 Deadline (Party-1 Assumptions)

DEADLINE - ASSUMPTIONS (Party-1 Buys) - Does Party-1 have to do anything in advance so that Party-2 can meet the deadline?

	Yes. As a condition precedent to Party-2 meeting the deadline(s) stated in this Agreement, Party-1 must meet the following requirements (if Party-1 delays in meeting the following requirements, Party-2's deadline is extended by the time necessary for Party-1 to meet these requirements): What must Party-1 do?
	No.

10 Fee (Affiliates, Most Favored Customer Status, Assumptions and Fee Increases)

FEE - CONDITIONS (Party-1 Buys) - Do any assumptions, affiliate pricing, or most favored customer status conditions apply to the fee?

Affiliate Pricing - Party-1's affiliates pay the same fees that Party-1 pays under this Agreement.

If any affiliate of Party-1 gives notice to Party-2 of an offer to make a purchase from Party-2 under the same fees, terms and conditions stated in this Agreement, then Party-2 agrees to accept each such offer. Under this Agreement, "affiliate" means: (a) any entity controlled by a party to this Agreement; or (b) any entity which controls a party to this Agreement; or (c) any entity controlling or under control of another entity described in (a) or (b). In this definition, "control" means owning or controlling the right to vote fifty one percent (51%) or more of the voting stock or voting equity interests of an entity.

Most favored customer status.

	Overall deal. Party-2 represents that all terms and conditions Party-2 grants to Party-1 under the Agreement are at least as favorable as those Party-2 offers to any of its other customers. If Party-2 contracts with any other customer and provides materially more favorable terms or conditions than are contained in this Agreement, Party-2 agrees to so notify Party-1 in writing within ten (10) days and to offer Party-1 those materially more favorable terms and conditions under the same terms and conditions offered to the other customer.
	Overall deal for similar sales at similar volume levels. Party-2 represents that all terms and conditions Party-2 grants to Party-1 under the Agreement are at least as favorable as those Party-2 offers to any of its other customers for similar sales at similar volume levels. If Party-2 contracts with any other customer and provides materially more favorable terms or conditions for similar sales at similar volume levels than are contained in this Agreement, Party-2 agrees to so notify Party-1 in writing within ten (10) days and to offer Party-1 those materially more favorable terms and conditions under the same terms and conditions offered to the other customer.
	Overall pricing. Party-2 represents that all fees Party-2 charges Party-1 under the Agreement are at least as favorable as those Party-2 offers to any of its other customers. If Party-2 contracts with any other customer and provides materially more favorable fees than are contained in this Agreement, Party-2 agrees to so notify Party-1 in writing within ten (10) days and to offer Party-1 those materially more favorable fees under the same terms and conditions offered to the other customer.
	Overall pricing for similar sales at similar volume levels. Party-2 represents that all fees Party-2 charges Party-1 under the Agreement are at least as favorable as those Party-2 offers to any of its other customers for similar sales at similar volume levels. If Party-2 contracts with any other customer and provides materially more favorable fees for similar sales at similar volume levels than are contained in this Agreement, Party-2 agrees to so notify Party-1 in writing within ten (10) days and to offer Party-1 those materially more favorable fees under the same terms and conditions offered to the other customer.

Assumptions and Fee Increases.

	Does Party-1 have to do anything in advance so that Party-2 can meet the deadline? As a condition precedent to Party-2 charging the fees stated in this Agreement, Party-1 shall meet the following requirements: What must Party-1 do?
	Fee increases due to Party-1 not meeting the above requirements. If Party-1 fails to meet these requirements, and this failure causes Party-2 to incur additional documented hours to perform under this Agreement, then Party-2 may charge Party-1 for these additional hours as follows: What are the fee increases?

11 Fee (Early Payment Discount)

FEE - EARLY PAYMENT DISCOUNT (Party-1 Buys) - Does Party-1 receive an early payment discount for early payments?

10 days, 2% discount.

If Party-1 pays within ten (10) days of the date of Party-1's receipt of an invoice, then Party-2 will deduct from the next invoice a credit equal to two percent (2%) of the invoiced amount.

15 days, 2% discount.

If Party-1 pays within fifteen (15) days of the date of Party-1's receipt of an invoice, then Party-2 will deduct from the next invoice a credit equal to two percent (2%) of the invoiced amount.

I will specify the days and discount.

If Party-1 pays within

To earn the discount, customer must pay the fee within how many days?

days of the date of Party-1's receipt of an invoice, then Party-2 will deduct from the next invoice a credit equal to the following percentage of the invoiced amount:

What is the discount percentage?

No discount for early payment.

12 Expenses (Party-1 Reimburses)

EXPENSES (Party-1 Reimburses) - Will Party-1 reimburse Party-2's expenses?

	Yes. Party-1 agrees to reimburse Party-2 for travel, materials and supplies and other reasonable out-of-pocket expenses incurred under this Agreement if: (a) Party-1 pre-approves the expenses in writing; and (b) Party-2 Personnel submit receipts and other appropriate documentation substantiating the expenses, including an itemized expense statement included with Party-2's invoice.
	No.

It is important to make sure the Statement of Work clearly references the title/name and date of Master Agreement so it is clear what master provisions apply.

It is important to make sure that the Statement of Work clearly references the title/name and date of the master agreement so it is clear what master provisions apply to the Statement of Work.

"Services" are acts that a party is performing under an agreement for payment. "Services" are not goods or deliverables, which are the tangible results of the services. For example, if a consultant is engaged to meet with and better understand a customer's manufacturing system and then provide a written report summarizing how to improve the system, the meeting and understanding would be the services, while the report itself would be a deliverable.

A "Background Check" requires a party to perform a thorough review of its personnel's past experiences and activities to ensure that there is nothing in their background that would make it difficult for them to comply with the Agreement.

"Key Personnel" are individuals employed by the vendor who are essential in providing the Services. Each party may also indicate a project manager for this Agreement.

A "Deadline" is a requirement that the services, goods or deliverables required under the Agreement must be provided within a definite time frame.

A "Deadline" is a requirement that the services, goods or deliverables required under the Agreement must be provided within a definite time frame. "Assumptions" refers to certain requirements the customer must meet so that the vendor can calculate how much work is involved, when the work can be completed, and how much the fee should be.

A fee in this context can take many forms, including a flat fee, the total of the hours/days incurred times the hourly/daily rates, a guaranteed maximum fee, a per Service/Deliverable fee, a per milestone fee, or other arrangement.

"Payment Schedule" means when the vendor will bill the customer. The customer may prefer not to be billed until after acceptance, which is a legal concept that gives the customer a short testing period after receiving goods or services to determine whether or not they are satisfactory. The vendor instead prefers to invoice the customer upon receipt of goods or services, so that the vendor can recognize its revenue sooner.

"Affiliates" means a party's parent, subsidiary, or related business associations that, in future purchases, could receive the same pricing under this contract, and "Most Favored Customer Status" means that a customer is receiving a deal from a vendor which is just as good or better than any other deal the vendor has with any other customer, and "Assumptions" means requirements a customer must meet or the vendor will have to perform extra work and as a result will need to increase the fees.

A vendor may offer a discount off the invoice if the invoice is paid early so the vendor has its money sooner.

Expenses incurred by a vendor are sometimes reimbursed by a customer, and this cost is over and above the fees under the Agreement.

Comments:

[WARNING: THIS AGREEMENT AND ALL QUESTIONS ARE OFFERED AS SAMPLES ONLY. USE OF THIS AGREEMENT IS BY YOU AT YOUR DIRECTION, IS NOT DIRECTED BY WHICHDRAFT.COM, AND IN NO WAY CONSTITUTES LEGAL ADVICE. WHICHDRAFT.COM RECOMMENDS THAT ANYONE ENTERING INTO A CONTRACT CONSULT AN ATTORNEY FOR LEGAL ADVICE. THE COPYRIGHT IN THIS CONTRACT IS OWNED BY RADIO FREE CONTRACTS LLC.]

STATEMENT OF WORK

This Statement of Work ("Agreement") is made as of March 11, 2010 (the "Effective Date") between , an individual with an address at , , ("Party-1"), and , a company with an address at , , ("Party-2"). This Statement of Work is made under and is a part of the TEXTFIELD [QR-95], effective as of TEXTFIELD [QR-96], by and between the parties ("Master Agreement"). Capitalized terms not defined in this Statement of Work have the meanings ascribed to them in the Master Agreement.

1. SERVICES. Party-2 agrees to provide the following Services: [QR-42]

2. PERSONNEL.

(a) Competence. Party-2 agrees to provide the Services through fully trained and competent personnel or subcontractors having a skill level appropriate for the tasks assigned to them. [QR-60]

(b) Key Personnel and Project Managers. Below appears an initial designation of a project manager for each party who is the principal point of contact between the parties for all matters under this Agreement. Either party may designate a new project manager by written notice to the other party. Party-1's project manager: Party-2's project manager: [QR-64]

3. DEADLINE. The Services will be provided within the following number of days after the Effective Date: [QR-44] [QR-57]

4. FEES. Except as expressly stated in this Agreement, there are no additional fees, charges or expenses incurred. In consideration for Party-2 performing all obligations under this Agreement, Party-1 agrees to pay Party-2 a flat fee of: [QR-53] [QR-56] If any affiliate of Party-1 gives notice to Party-2 of an offer to make a purchase from Party-2 under the same fees, terms and conditions stated in this Agreement, then Party-2 agrees to accept each such offer. Under this Agreement, "affiliate" means: (a) any corporation or business entity of which fifty one percent (51%) or more of the voting stock or voting equity interests are owned directly or indirectly by a party to this Agreement; or (b) any corporation or business entity which directly or indirectly owns fifty one percent (51%) or more of the voting stock or voting equity interests of such party; or (c) any corporation or business entity directly or indirectly controlling or under control of a corporation or business entity described in (a) or (b). [QR-55] If Party-1 pays within ten (10) days of the date of Party-1's receipt of an invoice, then Party-2 will deduct from the next invoice a credit equal to two percent (2%) of the invoiced amount. [QR-113] [QR-59]

5. RECORDS AND AUDITS.

(a) Retention of Financial Records. Party-2 agrees to maintain complete and accurate books and records regarding all financial matters under this Agreement in accordance with generally accepted accounting practices during the Term and for a period of at least six (6) years following the date of termination or expiration of this Agreement and for any additional time required by Government Authority with jurisdiction over Party-2 (the "Retention Period"); provided, however, that if any dispute arises with respect to this Agreement, the Retention Period lasts until the resolution of the dispute becomes final and non-appealable and all obligations of the parties are fully satisfied.

(b) Audits. Party-1 or its designee has the right, during the Term and the Retention Period, to audit and inspect at Party-1's expense, during normal business hours and with reasonable advance notice, Party-2's books and records and any materials described in this provision or elsewhere expressly indicated as auditable under this Agreement. Party-2 agrees to reasonably cooperate in any audit or inspection of such records that Party-1 may undertake. During the Retention Period, Party-2 agrees to:

(i) Availability and Copying. Make its books and records, as well as external audit opinions, external audit letters, external audit statements, and external audit reports relating to Party-2's obligations under this Agreement available for inspection by Party-1 and or its authorized representatives, who will have the right to make copies on Party-2's premises or by taking any of these materials to an off site location for the sole purpose of copying at Party-1's expense.

(ii) Access. In connection with the audit, give Party-1's authorized representatives reasonable access, during regular business hours, to Party-2's officers, employees and other representatives, including, without limitation, attorneys and accountants.

(iii) Reasonable Working Conditions. Provide, without charge, computer access, office space, furniture, telephone, and electric service as necessary for Party-1's authorized representatives to conduct the audit.

(c) Overcharge. If an auditor notifies Party-2 that Party-2 overcharged Party-1 with a reasonable description of how the auditor calculated the overcharge, Party-2 agrees to pay Party-1 the amount of the overcharge. Party-1 agrees to pay the costs of the audit unless the overcharge exceeds five percent (5%), in which case Party-2 agrees to pay the costs of the audit.

IN WITNESS WHEREOF, the parties execute this Agreement as of the Effective Date. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

PARTY-1

By: __________________________________
Print Name: ___________________________
Title: ________________________________

PARTY-2

By: __________________________________
Print Name: ___________________________
Title: ________________________________