Statement of Work Agreement (SOW) details
1.1 Commencement Date
Specify the Commencement Date. This is the date that performance of the Agreement started, or will start. It may not necessarily be the day on which the Agreement is signed.
xxrd September
1.2 Term
Specify the Term (which will commence on the Commencement Date), and any procedure for extending the Term.
Until xxth December xxxx or until all project deliverables (see attachment) have been provided which-ever is the later
1.3 Applicable law
Specify the State or Territory laws to apply to this Agreement..
This Agreement is governed by the laws applicable in the State of xxx and each party submits to the non-exclusive jurisdiction of the courts of that State.
1.4 Parties’ Representatives
(a) Customer Commercial Representative
Name:
Title:
Address:
Phone:
Facsimile:
(b) Supplier’s Representative
Name:
Title:
Address:
Phone:
Facsimile:
1.5 Address for services of notices
Specify the postal and electronic addresses of both the Customer and the Supplier, where notices are to be sent.
(a) To the Customer:
(b) To the Supplier:
1.6 Insurance
Specify:
(a)the value of public liability insurance; and
(b)any other insurance policies;
which each Party must, and must ensure that any of its sub-contractors will arrange and maintain with a reputable insurance company.
If insurance is not required by one or both of the Parties, then it should be expressly stated so.
| Party | Type of insurance | Amount of cover |
| Both | Public liability | |
| Both | Professional indemnity | |
| [Specify] | [Other – specify] |
2 Customer Requirements
2.1 Customer Functional Requirements
Set out or reference Requirements with which Supplies provided for this Project, must comply.
As prepared by Supplier’s SME with input from Customers SME’s. This functional specification is to be frozen as of xx/xx/xx but may still be subject to change.
3 Supplier Tasks and Deliverables
3.1 Tasks and Man Days
|
TASK |
MAN DAYS |
| Functional Specification & Data Mapping | 15 (till xx/xx) |
| System GUI Build & Test | 21 |
| Data Migration and Testing, Reporting, Data Load, Ongoing Upload Facility | 28 |
| Training and Documentation | 3 |
| Project Management (Australia – 1 resource x 1 day x 10 weeks) | 13 |
| Project Management (India – 1 resource x 1 day x 7 weeks) | 7 |
| Implementation Support (Australia – 1 resource x 2 days x 4 weeks) | 8 |
3.2 Milestone Deliverables
|
TASK |
DATE |
| Functional Specification & Data Mapping | xx/xx/xx |
| System GUI Build, QA and delivery | xx/xx/xx |
| Data Migration | xx/xx/xx |
| System and User Documentation | xx/xx/xx |
Please note dates indicated are COB Aust time, i.e. two hours post Aust EST.
4 Supplier Project Responsibilities/Deliverables & Performance Measures
Specify the performance requirements in relation to Supplies including System availability, System capacity, transaction volumes, response times, etc.
| Responsible party | Deliverable/Responsibility | Required by when |
| Supplier Project Manager | SOW response with quote +/- 10%. | xx/xx/xx |
| Supplier Project Manager | Functional Specifications | xx/xx/xx |
| Supplier Project Manager | Built & unit test code at least to a standard of zero severity 1 errors.Test Scripts & results (identifying also known defects) to be provided to Customer as part of the QA process.
Definitions as per Supplier Support Process document |
Prior to commencement of “System Integration Test” phase |
| Supplier Project Manager | Built & unit test code at least to a standard of zero severity 1 & 2 errors.Definitions as per Supplier Support Process document | Prior to commencement of “User Acceptance Test” phase |
| Supplier Project Manager | Built & unit tested code with zero severity 1 & 2 errors and minimal severity 3 errors.Definitions as per Supplier Support Process document | Prior to completion of “User Acceptance Test” phase. |
| Supplier Project Manager | “Sizing” recommendation for physical platform to include at least references to application-logic processor attributes, RAM attributes, Hard Disk attributes | Prior to completion of “System Integration Test” phase. |
| Supplier Project Manager | Schedule baseline showing tasks (3 man-day approx), predecessors, successors and actual resources by name. | xx/xx/xx |
| Supplier Project Manager | Schedule update | Weekly, by COB Tuesday. |
| Supplier Project Manager | Attend project meetings to report on traffic light progress showing milestones, person responsible, planned completion date, expected completion date, actual completion date, supplier comments. Also to submit pre-invoice reports for discussion | Weekly on Thurs pm |
| Supplier Project Manager | Participate in “Post Implementation Review” as reasonably requested not later than 1 week following successful PVT. | ASAP, upon request. |
5 Customer Project Responsibilities/Deliverables & Performance Measures
| Responsible party | Deliverable/Responsibility | Required by when |
| Customer Commercial Manager | SOW Response approval (or not) to proceed. | Within 2 days of receipt of Supplier SOW response |
| Customer Commercial Manager | Purchase Order to proceed | Within 2 days of receipt of Supplier SOW response |
| Customer Project Manager | Customer final determination of functionality to be included in SOW | xx/xx/xx |
| Customer Project Manager | Customer business SME Functional Specification walkthrough. Approval to proceed (or not). Approval will not be unreasonably withheld. | Review within 2 working-days of issue. |
| Customer Project Manager | Errors (bugs) reports during “System Integration Test” and “User Acceptance Test” phases as per agreed reporting process | ASAP, within 1 working day of discovery. |
| Customer Project Manager | Test “status” report showing a brief description, severity and (“open/closed”) status with a graph showing totals by day during period of “Test” phase. | One per 24 hour period (at least). |
| Customer Project Manager | “System Integration Test” approval to proceed (or not) to next phase. Approval will not be unreasonably withheld. | Prior to User Acceptance Test. |
| Customer Project Manager | “User Acceptance Test” approval to proceed (or not) to next phase. Approval will not be unreasonably withheld. | Prior to Governance Authority “Proceed meeting” |
| Customer Project Manager | “Stress & Volume Test” approval to proceed (or not). Approval will not be unreasonably withheld. | Prior to Governance Authority “Proceed meeting”. |
| Customer Project Manager | Participate in “Post Implementation Review” as reasonably requested not later than 1 week following successful PVT. | |
| Customer Project Manager | Pass for payment all Supplier invoices when presented and in accordance with payment terms identified in Section 7 of the SOW. Approval will not be unreasonably withheld. | To meet Supplier payment terms |
| Customer Commercial Manager | Payment of Supplier invoices once authorised | To meet Supplier payment terms |
6 Implementation issues
Specify the Infrastructure which will constitute the Production Environment.
6.1 Quality Plan
Supplier will test and QA the specifications and code development in accordance with Level 2 of the Testing Process included below.
Specify the quality requirements that must be met in relation to the Project (if any). The quality requirements may address:
(a)Acceptance tests and procedures;
(b)documenting design and development;
(c)management of design and development; and
(d)handling, migration and storing of data.
Specify the process or plan for configuration management of a network.
7 Warranty
Specify any items including Hardware, Licensed Software, Developed Software, documentation, services, Support Services which are to be supplied under this Statement of Work. This can be done as a spreadsheet across all product sets. The following is a checklist of issues in relation to particular products sets.
7.1 Warranty Period
Supplier will provide a warranty for standard application code in accordance with the Master Software License Agreement Schedule 2 dated xx/xx/xx. Supplier will also warrant the System customisations for 60 days from acceptance, and offers ongoing support of the customisations (excluding porting to new software releases) at 15% per annum.
Specify whether warranties will be affected by the Customer or a third party performing services in relation to a Supply where the Supplier fails to provide the warranty service. If nothing is stated below, then the Supplier’s warranty will not be affected. probably not relevant as software is warranted under the licence
8 Payment
8.1 When payment becomes due
Supplier will invoice against the following milestones
| Completion of Functional Specification |
30% |
| Progress payment on Build Completion |
30% |
| Progress payment on Data Migration Completion |
25% |
| Signoff of UAT Phase |
15% |
In relation to this Project specify when payment become due. If nothing is stated below then payment will be due upon a Supply being Accepted.
8.2 Content of Invoice
Invoices will be identified as above
Specify the details that the Supplier’s invoice should contain. If nothing is stated below, then the invoice will only need to contain the amount claimed and the relevant Supply.
8.3 When payment is to be made
Payment is to be made within 14 days from date of invoice as per Supplier payment terms and by direct debit. If payment is received within this time an allowance of 5% will be made.
8.4 Responsibilities of Customer for invoice authorisation and payment
Refer Section 4 “Customer Project Responsibilities/Deliverables & Performance Measures”. Payment can only be withheld on the last milestone invoice if stage signoff is not achieved.
8.5 Expenses Incurred
Supplier will invoice Customer at the same time as for the milestone deliverables, any incidental expenses such as travel and accommodation incurred in the delivery of that milestone.
Specify the time within which the Customer will make payment. If nothing is stated below then payment must be made within 30 days of the Customer receiving a correct invoice.
9 Pricing
9.1 Prices and Rates
Supplier’s fixed price for the SOW for System Implementation is A$115,567 +/- 10% plus GST as follows:
|
TASK |
MAN DAYS |
COST |
| Functional Specification & Data Mapping |
15 |
$$$ |
| System GUI Build & Test |
21 |
$$$ |
| Data Migration and Testing, Reporting, Data Load, Ongoing Upload Facility |
28 |
$$$ |
| Training & Documentation |
3 |
$$$ |
| Project Management |
20 |
$$$ |
| Implementation Support |
8 |
$$$ |
| SUB-TOTAL |
$$$ |
|
| Less Major Project Allowance |
25% |
- $$$ |
| TOTAL |
$$$$ |
9.2 If Supplier do not receive written authorisation to commence the build and test phase on the date agreed in the Section 5, (having met milestone deliverables for the functional specification stage), Customer agree to pay the sum of $30,500 being costs incurred to xx5th October xxxx, plus any costs incurred after that date on a daily base until such time and if the project is formally cancelled.
9.3 Price Adjustment Formula
Supplier is providing a fixed price for deliverables under this scope of work. Price variation would be affected through using the Project Change Request mechanism identified in Section 15.
Specify any price variation mechanism which will apply in relation to this Agreement.
10 Project Implementation
10.1 Project Plan
Specify the work break-down for this Project.
Specify the payment plan for this Project. (May be superimposed on the Implementation Schedule in relation to certain Milestones).
11 Acceptance
11.1 Acceptance of Supplies
In relation to the Acceptance Tests, specify:
(a)the tests to be run;
(b)acceptance criteria;
(c)a timetable for testing;
(d)the level of operation to be achieved in testing.
Refer Section 5 “Customer Project Responsibilities/Deliverables & Performance Measures”.
11.2 Acceptance Tests and Criteria
Specify the data, criteria, test plans and standards to be applied in Acceptance of Supplies.
Specify the means by which documentation provided under this Agreement will be amended and revised.
Refer Section 5 “Customer Project Responsibilities/Deliverables & Performance Measures”.
12 Supplier Exclusions
12.1 Supplier excludes any performance guarantees on server or network components
12.2 Supplier will not be responsible for any costs associated with lost time due to re-scheduling, union/industrial disputes, delays caused by non-Supplier products and/or other parties involved in project activities
12.3 Supplier does not include any licensing or other costs required for systems software or hardware
12.4 Customer will be required to assume responsibility for system diagnosis and problem resolution for hardware and software vendor compatibility issues
13 Supplier Support Process
13.1 The following support process is to be used for reporting any errors found in testing:
14 Intellectual Property
The code developed under this SOW will be the property of Supplier. The End User will be notified of any upgrades and / or enhancements that may be developed in future.
15 Project Change Control
15.1 Either party can make requests to change the SOW at any time during the project. Since a change could affect the price, schedule, or other terms, both the Customer Project Manager and the Supplier Project Manager must review and approve each change prior to the amendment of the SOW and implementing the change. Any such change needs to be in accordance with standard project management methodologies and must encompass a risk assessment and adequate change control.
15.2 The following describes a detailed process to follow if a change to this SOW is required once signed-off. A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change and the effect the change will have on the project. A PCR form is provided below.
The assigned manager for the requesting party will review the proposed change and determine whether to submit the request to the other party.
15.3 Both Project Managers will review the proposed change and approve it for further investigation or reject it. Supplier will specify if there will be any charges for such investigation. If the investigation is authorised, the assigned managers will sign the PCR constituting approval for the investigation charges. Supplier will invoice Customer for any such charges. The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of Customer Supplier contract.
15.4 A written Change Authorisation must be signed by both parties to authorise implementation of the investigated changes.
Related posts:
Discussion
Comments are closed.