2. Statement of Work Template 17.04.20.doc

Statement of Work

STATEMENT OF WORK (SOW) NUMBER

PURSUANT TO CONTRACT NUMBER

505ENT-O17-SALESFORCE-XX:

SOW TITLE USED FOR REFERENCE

This Statement of Work (SOW) is between the State of Wisconsin, Department of NAME (hereinafter referred to as the "Authorized User") and Contractor Name (hereinafter referred to as “Contractor”).

The purpose of this SOW is to express the terms and requirements for the performance of work by the Contractor and, where applicable, the Authorized User (collectively referred to as the “Parties”) to achieve the objectives of the NAME OF PROJECT project. Specifically, the Contractor is required to provide the Authorized User with Services; a Solution as prescribed herein, subject to Acceptance.

1.

SCOPE

The scope of this SOW includes Services; a Solution. In no instance can the scope of this SOW exceed the scope, cost and term of the master Contract.

1.1

DESCRIPTION OF PROJECT

Include here the basic description of the applicable project for which the agency is engaging the vendor.

1.2

INCLUSIONS

What is specifically included in-scope of this SOW agreement?

1.3

EXCLUSIONS

What should be identified as specific exclusions of the SOW agreement, i.e. are normally connected to these services but may not be in this case?

2.

ASSUMPTIONS, OPERATIONS AND BACKGROUND

Include here a brief description of the relevant background and current operations of the Authorized User that the Contractor needs to know in order to perform. This may include but is not limited to current architecture and operating systems, business processes and workflow, system dependencies, infrastructure/footprint, users impacted by the work performed, etc.

In addition to the Contractor’s acknowledgement of the Authorized User’s current operations, background and the objectives of this engagement, the Contractor has the following project assumptions:

Include here any additional project assumptions from the vendor about the basis of the engagement.

3.

DEFINITIONS

Include here any definitions applicable to the SOW not otherwise covered by the Contract.

“Change Order” or “Change Request” means a request for authorization to make a change in the Services or Deliverables under this Contract.

4.

TERM

The work performed under this SOW will commence on the effective date of signature, or later pursuant to an executed Purchase Order (PO) or if mutually agreed between the Parties in writing, and will conclude as prescribed in this SOW.

5.

LOCATION

Services associated with this SOW will be performed on Authorized User premises at ADDRESS, CITY, STATE and/or other locations as required and mutually agreed upon between the Parties.

6.

FURNISHED MATERIALS, EQUIPMENT, ACCESS AND PROPERTY

The Contractor will be responsible for all other materials, equipment, access and property required for it to perform work under this SOW, unless specifically identified below successfully.

The Authorized User will provide the following to the Contractor in its performance of work under this SOW:

If none, state “N/A.”

7.

STAFFING AND PERSONNEL

The project will be delivered through a joint execution from both Contractor and Authorized User resources. While the Contractor will take the lead on most tasks and activities, it will be dependent on the Authorized User completing the work assigned to Authorized User resources for the project to be successful. This approach will maximize knowledge transfer and minimize costs.

The Parties agree that the following resources will be engaged on this project. Any change in Contractor personnel is subject to written notification to the Authorized User. The Contractor must provide at least NUMBER of calendar days’ advance written notification of personnel changes.

The Authorized User shall have the absolute right to approve or disapprove a proposed change of the Key or Contracted Personnel. The Contractor shall provide to the Authorized User, in each instance, a resume of the proposed substitute and an opportunity to interview that person prior to giving its approval or disapproval. The proposed substitute resource shall have equivalent expertise and experience, or better. The Authorized User shall not unreasonably withhold this approval following review of the proposed substitute.

7.1 Authorized User Resources

7.2 Contractor Resources

8.

ROLES AND RESPONSIBILITIES

Roles and responsibilities are delineated in the table below. For each major task, the resource will be identified as leading, assisting or approving the activities.

Lead: Take primary responsibility for the delivery of a major task/completion of an activity.

Assist: Active participation and engagement with the goal of aiding the Lead in completing a major task/activity.

Approve: Responsibility to review the deliverable/completion of a major task/activity and confirm that activity was completed in accordance with applicable requirements.

Approve

9.

DELIVERABLES MANAGEMENT

If the content in this section is too extensive for this document, create a similar table in an attachment and reference the attachment as incorporated by reference to the SOW.

The major tasks, deliverables, due dates and responsibilities are attached and incorporated by reference into this SOW via Attachment A: Deliverables Management.

OR

The following deliverables will be completed during the term of this SOW:

-UAT Results

-Corrective action to the system, as needed

10.

ACCEPTANCE

Acceptance shall not conflict with the terms already established in the master contract .

All Contractor deliverables are subject to the Acceptance of the Authorized User. Each deliverable created under this SOW will be provided to the Authorized User with a deliverable acceptance receipt. This receipt will describe the deliverable and provide the Authorized User’s Project Manager with space to indicate if the deliverable is accepted, rejected, or conditionally accepted. Conditionally accepted deliverables will contain a list of deficiencies that need to be corrected in order for the deliverable to be accepted by the Project Manager. The Project Manager will have NUMBER calendar days from receipt of the deliverable to provide the Contractor with the signed acceptance receipt unless an alternative schedule is mutually agreed to between the Parties.

11.

OWNERSHIP

Ownership shall not conflict with the terms already established in the master contract.

Deliverables created specifically for the Authorized User pursuant to this Contract shall be the property of the Authorized User and ownership of each Deliverable shall automatically transfer to the Authorized User upon acceptance and payment for such Deliverable. Deliverables shall not include Contractor technology; however, upon acceptance of and payment for the Deliverables, Contractor grants the Authorized User a royalty-free, fully paid-up, worldwide, non-exclusive license to use, access and benefit from, without the right to sublicense unless otherwise negotiated, Contractor technology incorporated in the Deliverables; provided, however, the Authorized User may sublicense such Contractor technology to its own agents and Subcontractors to permit them to meet their obligations to the Authorized User. The Authorized User shall not acquire rights to any Contractor technology, processes, or software used by Contractor in performing the Services (except for the license to Contractor technology as described above). Contractor may retain a copy of each Deliverable for archival purposes.

Nothing stated herein shall affect Contractor's ownership in or rights to its preexisting intellectual property and proprietary rights. Proprietary Contractor materials licensed to the Authorized User shall be identified to the Authorized User by Contractor prior to use or provision of Services hereunder and shall remain the property of the Contractor.

12.

PROJECT SCHEDULE, COST AND PAYMENT

12.1 Project Phases Identify the main milestones of this project that must be accounted for in determining the total length of the engagement.

12.2 Project Schedule Identify the dates and/or range of dates associated with each phase or milestone.

12.3 Cost and Payment Schedule

The total fixed price for this project shall not exceed $US XXX.

Contractor will charge the Authorized User for the work to be done based on the hourly rates (or lower as agreed upon) for Contractor Personnel in the master contract. An example is shown in the table below:

Month or % of Full Time*

“Full time” means at least forty (40) hours of Services each week.

Service charges for this SOW shall not exceed [insert dollar amount] based on the scope of work identified herein. Payment will be made on a monthly basis. Fees for Services rendered shall be invoiced on a monthly basis. Contracted Personnel may be required to complete timesheets or any other document used to identify time spent, as instructed by the Authorized User.

12.4 Time and Expense

The Contractor shall not be paid for the following items for Contracted Personnel: (i) travel time between their place of residence and place of work; (ii) parking fees; or (ii) out-of-pocket expenses incurred for travel to the place of work. The Authorized User does not anticipate Contracted Personnel incurring any travel expenses related to the performance of the services required under this SOW.

12.5 Travel

The costs provided herein are all-inclusive. Travel expenses will not be reimbursed by the Authorized User regardless of whether or not they are incurred by the Contractor in performance of the Services.

12.6 Normal and Routine Tasks

The Contractor is expected to accomplish the Authorized User’s normal and routine tasks not elsewhere described in this Contract but within the capabilities and resources available with existing Contractor employees who are assigned under the SOW. No request for additional chargeable hours, changes or modifications will be approved for tasks that the Authorized User, in its sole and final discretion, deems to be normal and routine.

13.

CHANGE MANAGEMENT

All changes to this SOW must comply with the Contract. All changes to this SOW shall be in written form and fully executed between the Authorized User’s and the Contractor’s authorized representatives.

14.

OTHER TECHNICAL/FUNCTIONAL REQUIREMENTS

Provide any other unique project technical and functional requirements and expectations. If not applicable, identify with “NA.” Examples may include service level requirements; additional warranties; data retrieval and access; etc.

15.

SPECIAL TERMS AND CONDITIONS

Access to Facilities

Unless otherwise agreed by the parties, any and all access by Contracted Personnel to the facilities of the Authorized User shall be during normal Authorized User office hours and all Contracted Personnel shall be subject to the Authorized User site's security procedures.

Site Rules and Regulations

Contractor shall use its best efforts to assure that Contracted Personnel, employees, and agents, while on the Authorized User’s premises or in the presence of Authorized User employees, comply with the Authorized User’s work rules and regulations applicable to the work site.

Neither party shall require waivers or releases of any personal rights from representatives of the other in connection with visits to its premises and no such releases or waivers shall be pleaded by them in any action or proceeding.

Salesforce Software Terms and Conditions (delete if not applicable) Provide any other agreed upon software terms and conditions the Contractor may need to be aware of. For example, Salesforce.org (Educational) terms.

Mitigation of Delays

The schedule shall not change as a result of time required by Contractor to correct deficiencies, unless otherwise agreed beforehand in writing by the Authorized User. However, the schedule may, through mutual agreement, be extended on a day-to-day basis to the extent that the Authorized User’s review of a Deliverable and review of corrections of deficiencies in accordance with the Acceptance process is longer than described in the schedule.

Contractor shall continue to perform its obligations that are not affected by the Authorized User review and shall mitigate any impact on Contractor from such delays caused by the Authorized User, e.g., redirecting its staff to perform other tasks, to the extent reasonably possible. To the extent it cannot redirect staff and mitigate such impacts, then an adjustment, if any, to the schedule will be made, if appropriate, based upon the Authorized User Project Director’s reasonable consideration of all relevant circumstances, including but not limited to Contractor’s opportunity and efforts to mitigate the effect of the impact and if the Authorized User’s failure to perform is not due to an event related to master Contract terms of force majeure.

IN WITNESS WHEREOF, each party hereto has caused this SOW to be executed by its duly authorized representative.

Signature:

Signature:

Printed Name:

Printed Name:

Title:

Title:

Date:

Date:

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