Appendix 1 - Template SOW 2020_02_07_Redlines Accepted.doc

Appendix 1 to ITS60 Statement of Work

Between

[PURCHASING ENTITY]

And

[its60 contractor]

FOR THE

[Name of System or Project]

1.

INTRODUCTION

The following document will serve as a Statement of Work (“SOW”) between the [Purchasing Entity] and [ITS60 Contractor] (“Contractor”) to apply to work on the [Name of System or Project]. The entire agreement (the “Agreement”) between the parties (the “Agreement”) consists of the following documents in the following order of precedence: (1) the Commonwealth of Massachusetts Standard Terms and Conditions; (2) Instructions for Standard Contract Form; (3) the Commonwealth Standard Contract Form; (4) the Participating Addendum and its attachments and Appendices; (5) the NASPO ValuePoint Master Agreement Terms and Conditions, including Exhibits 1, 2, and 3, as modified in the Participating Addendum, an applicable order, or this SOW; (6) the Solicitation; (7) Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State, excluding any Cloud Solution Provider service terms, license agreements, or similar use agreements attached thereto; (8) this SOW and any other Orders or agreements between Contractor and [Purchasing Entity]; (9) any applicable Service Level Agreement issued against the Participating Addendum; (10) the Purchase Order; and (10) the Quote as agreed to by the [Purchasing Entity] and Contractor.

2.

DEFINITIONS

The terms used in this SOW, unless defined in this SOW or in an amendment made hereto, shall have the meaning ascribed to them in the other documents that constitute the Agreement between the parties.

“Deliverable” means any work product that Contractor delivers for the purposes of fulfilling its obligations to [Purchasing Entity] under the terms of the SOW, including work product that Contractor must submit to [Purchasing Entity] for [Purchasing Entity]’s approval in accordance with the formal acceptance procedures set forth within the SOW or the Task Order(s) entered into hereunder.

“Milestone Payment” means a defined payment amount associated with the completion of a particular Deliverable or set of Deliverables.

“Task” means a material activity engaged in by Contractor for the purpose of fulfilling its obligations to [Purchasing Entity] under the terms of the SOW, which may or may not result in the creation of a Deliverable.

“Task Order” means an amendment to this SOW that specifies Tasks, Deliverables, or hourly rate services to be completed by Contractor under the terms of this SOW.

3.

OVERVIEW, EFFECTIVE DATE AND TERM

[Description of the project.]

This SOW’s term (the “Term”) begins on the date on that it is executed by both parties (the “Effective Date”) and shall terminate on [INSERT END DATE] (“Termination Date”). Notwithstanding the foregoing, Section 5 (System Security), Section 10.2 (Warranty), and Section 10.3 (Title and Intellectual Property Rights) shall survive the termination of the remainder of this SOW.

4.

POINTS OF CONTACT

4.1 Single Point of Contact

Contractor and [Purchasing Entity] will each assign a single point of contact with respect to this SOW. It is anticipated that the contact person will not change during the Term of this SOW. If a change is necessary, the party requesting the change will provide prompt written notice to the other. In the event a change occurs because of a non-emergency, two-week written notice is required. For a change resulting from an emergency, prompt notice is required.

Contractor’s contact person is [Name and Title], who can be reached at [Address, phone number(s), email].

(If applicable), subcontractor’s contact person is [Name and Title], who can be reached at [Address, phone number(s), email].

[Purchasing Entity]’s contact person is [Contract Name and Title] who can be reached at [Address, phone number(s), email].

4.2.

Subcontractors Contractor shall take full responsibility for project management. Contractor shall submit the names of all subcontractors related to work to be performed hereunder for approval by [Purchasing Entity] within two weeks of the Execution Date of this SOW or within two weeks for any Task Order issued hereunder which entails work by such subcontractors.

Contractor will act as prime contractor for its subcontractor(s) and will be responsible for the performance of each subcontractor. [Purchasing Entity] and Contractor agree and acknowledge that [Service Provider] will act as a subcontractor under this SOW and may provide the services listed herein to [Purchasing Entity]. Contractor will be responsible for the actions of its subcontractors and ensure that its subcontractors comply with the terms of this SOW.

5.

SYSTEM SECURITY

As part of its work efforts under this SOW, Contractor will be required to use Commonwealth data and IT resources. For purposes of this work effort, “Commonwealth Data” shall mean data provided by the [Purchasing Entity] to Contractor, which may physically reside at a Commonwealth or [Purchasing Entity] or Contractor location.

5.1 Commonwealth Data In connection with Commonwealth Data, Contractor will implement commercially reasonable safeguards necessary to:

5.1.1 Prevent unauthorized access to Commonwealth Data from any public or private network;

5.1.2 Prevent unauthorized physical access to any information technology resources involved in the development effort; and

5.1.3 Prevent interception and manipulation of Commonwealth Data during transmission to and from any servers.

5.2 Commonwealth Personal Data

In addition to the above requirements for Commonwealth Data, Contractor may be required to use the following Commonwealth personal data under MGL ch. 66A and/or personal information under MGL ch. 93H, or to work on or with information technology systems that contain such data in order to fulfill part of its specified tasks. For purposes of this work effort, electronic personal data and personal information includes data provided by the [Purchasing Entity] to Contractor which may physically reside at a location owned and/or controlled by the Commonwealth or [Purchasing Entity] or Contractor. In connection with electronic personal data and personal information, Contractor shall implement the maximum feasible safeguards reasonably needed to:

5.2.1 Ensure the security, confidentiality and integrity of electronic personal data and personal information;

5.2.2 Prevent unauthorized access to electronic personal data or personal information or any other Commonwealth Data from any public or private network;

5.2.3 Notify [Purchasing Entity] immediately if any breach of such system or of the security, confidentiality, or integrity of electronic personal data or personal information occurs.

5.3 Software Integrity Controls

Contractor and [Purchasing Entity] recognize the serious threat of fraud, misuse, and destruction or theft of data or funding. These threats could be introduced when unauthorized or inappropriate modifications are made to a production system. Contractor shall implement the following controls for the purpose of maintaining software integrity and traceability throughout the software creation life cycle, including during development, testing, and production:

5.3.1 Contractor shall configure at least two software environments including a development/quality assurance (QA) environment and a production environment.

5.3.2 Contractor shall implement a change management procedure to ensure that activities in the development/QA environment remain separate and distinct from the production environment. In particular, the change management procedure shall incorporate at least the following:

5.3.2.1 Segregates duties between development and testing of software changes and migration of changes to the production environment;

5.3.2.2 Implements security controls to restrict individuals who have development or testing responsibilities from migrating changes to the production environment.

5.3.2.3 Includes a process to log and review all source control activities.

5.3.3 Contractor shall implement a source control tool to ensure that all changes made to the production system are authorized, tested, and approved before migration to the production environment.

5.3.4 Contractor shall not make any development or code changes in a production environment.

5.3.5 Contractor shall implement additional internal controls as specified in [Purchasing Entity and Contractor incorporate attachment if relevant].

6.

ACCEPTANCE OR REJECTION PROCESS

Contractor will submit the required Deliverables specified in this SOW, or any Task Order hereunder, to the [Purchasing Entity] Project Manager for approval and acceptance. [Purchasing Entity] will review work product for each of the Deliverables and evaluate whether each Deliverable has clearly met in all material respects the criteria established in this Agreement and the relevant Task Order specifications. Once reviewed and favorably evaluated, the Deliverables will be deemed acceptable.

Within ten (10) working days of receipt of each Deliverable, the [Purchasing Entity] Project Manager will notify Contractor, in writing, of the acceptance or rejection of said Deliverable using the acceptance criteria specified in this Section and associated with the Task or Deliverable specifications in this Agreement. A form signed by [Purchasing Entity] shall indicate acceptance. Contractor shall acknowledge receipt of acceptance forms in writing. Any rejection will include a written description of the defects of the Deliverable. If [Purchasing Entity] does not respond to the submission of the Deliverable, within five (5) working days of [Purchasing Entity]’s receipt of each Deliverable, Contractor shall provide a reminder notice to the [Purchasing Entity] Project Manager. If [Purchasing Entity] fails to reject a Deliverable within five (5) business days after its receipt of the reminder notice, the Task or Deliverable is deemed accepted.

If [Purchasing Entity] rejects a Deliverable, Contractor will, upon receipt of such rejection, act diligently to correct the specified defects and deliver an updated version of the Deliverable to the Commonwealth. [Purchasing Entity] will then have an additional five (5) business days from receipt of the updated Deliverable to notify Contractor, in writing, of the acceptance or rejection of the updated Deliverable. Any such rejections will include a description of the way in which the updated Deliverable fails to correct the previously reported deficiency.

Following any acceptance of a Deliverable which requires additional work to be entirely compliant with the pertinent specifications, and until the next delivery, Contractor will use reasonable efforts to provide a prompt correction or workaround.

7.

PROJECT MANAGEMENT

Contractor and [Purchasing Entity] must notify the other party’s Project Managers of any change in the name, address, phone number, fax number, or email address of their respective Project Manager.

7.1 [Purchasing Entity] Project Manager [INSERT NAME OF Purchasing Entity Project Manager, Title] (“the [Purchasing Entity] Project Manager”) shall perform project management on behalf of [Purchasing Entity] for this engagement. The [Purchasing Entity] Project Manager will:

7.1.1 Work closely with the Contractor Project Manager to ensure successful completion of the project.

7.1.2 Consult with the Contractor Project Manager to develop the Project Management Plan.

7.1.3 Review weekly status reports and schedule weekly meetings with the Contractor Project Manager, as necessary.

7.1.4 Coordinate participation from other agencies and/or vendors as required during the engagement.

7.1.5 Acquire [Purchasing Entity] project team members as needed.

7.1.6 Coordinate [Purchasing Entity]’s review of the Deliverables and sign an acceptance form to signify acceptance for each accepted Deliverable.

[Purchasing Entity]’s Project Manager reports to [name and title], who reports to [name and title]. [Name individual, with title] will sign this SOW and all amendments hereto on behalf of [Purchasing Entity].

7.2 Contractor Project Manager [The parties may insert additional language in this Section to incorporate the vendor’s additional project management practices for project planning, tracking, reporting and management, including the types, frequency and contents of reports that will be provided by the developer to the agency.]

[INSERT NAME OF Project Manager, Title] (the “Contractor Project Manager”) shall perform project management on behalf of Contractor for this engagement. The Contractor Project Manager will:

7.2.1 Be responsible for administering this Agreement and the managing of the day-to-day operations under this Agreement.

7.2.2 Serve as an interface between the [Purchasing Entity] Project Manager and all Vendor personnel participating in this engagement.

7.2.3 Develop and maintain the Project Management Plan, in consultation with the [Purchasing Entity] Project Manager.

7.2.4 Facilitate regular communication with the [Purchasing Entity] Project Manager, including weekly status reports/updates, and review the project performance against the project plan. Facilitate weekly project status meetings for the duration of the engagement.

7.2.5 Update the project plan on a weekly basis and distribute at weekly meetings for the duration of the engagement.

7.2.6 Sign acceptance forms to acknowledge their receipt from [Purchasing Entity].

7.2.7 Be responsible for the management and deployment of Contractor personnel.

The Contractor Project Manager reports to [name and title], who reports to [name and title], who reports to [name and title]. [Name and title] will sign this SOW and all amendments thereto on behalf of Contractor.

7.3 Issue Resolution

The Project Managers from each organization bear the primary responsibility for ensuring issue resolution. If they mutually agree that they are unable to resolve an issue, they are responsible for escalating the issue to [insert name and title of respective persons at agency and vendor].

8.

Amendments to the Scope of Work This SOW may be amended prior to the end of the Term. The Project Manager who would like to request a change in scope for this engagement or any other terms contained within the SOW, will provide the suggested amendment in writing to the other party’s Project Manager. The Project Managers will jointly determine whether the change impacts any terms contained within the SOW. The parties may mutually agree to the change through a written amendment to this SOW.

For any amendment to this SOW where Contractor will be providing services on a Time and Materials basis, the parties shall apply the Time and Materials terms as described in Section 11 of this SOW to the relevant Task Order.

9.

Personnel 9.1 Key Personnel

Contractor agrees to provide the following personnel for the following amounts of time for the duration of this project:

TABLE 1

KEY PERSONNEL

Contractor shall assign the foregoing personnel to this engagement on the time basis set forth in Table 1. If a change is necessary, the Contractor Project Manager will provide prompt written notice to the [Purchasing Entity] Project Manager of the proposed change. If the personnel change is a result of a non-emergency, the Contractor Project Manager shall provide the [Purchasing Entity] Project Manager two-week written notice. For personnel changes that result from an emergency, the Contractor Project Manager shall provide prompt written notice to [Purchasing Entity] Project Manager. The [Purchasing Entity] Project Manager has the right to accept or reject all personnel. Contractor’s personnel must comply with the Enterprise Information Security Policies and Standards located at https://www.mass.gov/handbook/enterprise-information-security-policies-and-standards, or a successor link thereto, and [Purchasing Entity]’s workplace policies, located at [insert URL or attach relevant policies to the SOW].

9.2 Equipment, Work Space, Office Supplies

[Purchasing Entity] will provide workspace, cubicles, standard office equipment, and standard network connectivity provided to state employees for Contractor team members working on-site for activities defined by this SOW or in the relevant Task Order. Contractor will submit a list of employees who will need access to the building and to state systems before execution of this SOW. Any Contractor employees who have access to IT resources must comply with the “Acceptable Use of Information Technology Policy” (see https://www.mass.gov/policy-advisory/acceptable-use-of-information-technology-policy) and any Acceptable Use Policy adopted by [Purchasing Entity] (see URL).

9.3 Related Project Knowledge

The Contractor shall, prior to commencing any other work under this SOW, become familiar with the following documents: [here list any other material that the vendor must master in order to perform under the contract, such as prior studies, agreements, reports, etc.].

10. ADDITIONAL TERMS

10.1 Code Review

All Deliverables that include software code or applications shall follow current industry design and best practices, including, but not limited to those published by The National Institute of Standards & Technology (NIST), the SANS (SysAdmin, Audit, Network, Security (SANS) Institute), and other recognized bodies.

Contractor shall cooperate with [Purchasing Entity]’s code review of the relevant software or application Deliverables. Prior to implementation or acceptance of a Deliverable, Contractor shall subject Deliverables that include software code or script to independent application review by [Purchasing Entity] or its delegated reviewer to validate that all applicable Enterprise Information Security Policies and Standards have been met, as well as other specifications as identified in the SOW or the relevant Task Order. The review shall be performed by individuals other than Contractor’s or [Purchasing Entity]’s staff who developed the Deliverables. For purposes of this requirement, "independent" may include other staff of the [Purchasing Entity] provided no direct reporting relationships exist between the development and review organizations.

10.2 Warranty Contractor represents and warrants to [Purchasing Entity] that:

10.2.1 Contractor and its subcontractors are sufficiently staffed and equipped to fulfill Contractor’s obligations under this Agreement;

10.2.2 Contractor’s services will be performed:

10.2.2.1 By appropriately qualified and trained personnel;

10.2.2.2.

With due care and diligence and to a high standard of quality as is customary in the industry;

10.2.2.3 In compliance with the Milestone Schedule and the terms and conditions of this Agreement; and 10.2.2.4 In accordance with all applicable professional standards for the field of expertise;

10.2.3 Deliverables delivered under this Agreement will substantially conform with the Tasks and Deliverable descriptions set forth in this Agreement;

10.2.4 All media on which Contractor provides any software under this Agreement shall be free from defects;

10.2.5 All software delivered by Contractor under this SOW shall be free of Trojan horses, back doors, and other malicious code;

10.2.6 Contractor has obtained all rights, grants, assignments, conveyances, licenses, permissions and authorizations necessary or incidental to any materials owned by third parties supplied or specified by Contractor for incorporation in the Deliverables to be developed;

10.2.7 Documentation provided by Contractor under this SOW shall be in sufficient detail so as to allow suitably skilled, trained, and educated [Purchasing Entity] personnel to understand the operation of the Deliverables. Contractor shall promptly, at no additional cost to [Purchasing Entity] make corrections to any documentation that does not conform to this warranty; and

10.2.7 Any systems created or modified by Contractor under this SOW shall operate in substantial conformance with the specifications for the system or modifications for a minimum of three months (the “Warranty Period”) after [Purchasing Entity] accepts such system or modifications pursuant to Section 6 of this SOW. During the Warranty Period, Contractor shall correct any defects at no charge to [Purchasing Entity].

10.3 Title and Intellectual Property Rights

10.3.1 Definition of Property

The term Property as used herein includes the following forms of property: (1) confidential, proprietary, and trade secret information; (2) trademarks, trade names, discoveries, inventions processes, methods and improvements, whether or not patentable or subject to copyright protection and whether or not reduced to tangible form or reduced to practice; and (3) works of authorship, scripts, data, documentation, the audio, visual and audiovisual content, text, photographs, video, pictures, animation, sound recordings, training materials, images, techniques, methods, algorithms, program images, text visible on the Internet, HTML code and images, illustrations, graphics, pages, storyboards, writings, drawings, sketches, models, samples, data, other technical or business information, reports, and other works of authorship fixed in any tangible medium.

10.3.2 Source of Property

This project will involve intellectual property: (1) provided by a third party such as [insert name of any third party]; (2) developed by Contractor for the open market, separately from its work under this SOW; (3) developed by Contractor for other individual clients, or for internal purposes prior to the Effective Date of this SOW and not delivered to any other client of Contractor; and (4) developed by Contractor specifically for the purposes of fulfilling its obligations to [Purchasing Entity] under the terms of this SOW. This Section of 10 addresses exclusively ownership rights in the third and fourth categories of intellectual property.

10.3.3 Contractor Property and License

Contractor will retain all right, title and interest in and to all Property developed by it, i) for clients other than the Commonwealth, and ii) for internal purposes and not yet delivered to any client, including all copyright, patent, trade secret, trademark and other intellectual property rights created by Contractor in connection with such work (hereinafter the "Contractor Property"). [Purchasing Entity] acknowledges that its possession, installation or use of Contractor Property will not transfer to it any title to such property.

[Purchasing Entity] acknowledges that Contractor Property is being disclosed to [Purchasing Entity] to be used only as expressly permitted under the terms herein. [Purchasing Entity] will take no affirmative steps to disclose such information to third parties, and, if required to do so under the Commonwealth’s Public Records Law, M.G.L. c. 66 § 10, or by legal process, will promptly notify Contractor of the imminent disclosure so that Contractor can take steps to defend itself against such disclosure.

Except as expressly authorized herein, [Purchasing Entity] will not copy, modify, distribute or transfer by any means, display, sublicense, rent, reverse engineer, decompile or disassemble Contractor Property.

Contractor grants to [Purchasing Entity], a fully-paid, royalty-free, non-exclusive, non-transferable, worldwide, irrevocable, perpetual, assignable license to make, have made, use, reproduce, distribute, modify, publicly display, publicly perform, digitally perform, transmit, copy, sublicense to any [Purchasing Entity] subcontractor for purposes of creating, implementing, maintaining or enhancing a Deliverable, and create derivative works based upon Contractor Property, in any media now known or hereafter known, to the extent the same are embodied in the Deliverables, or otherwise required to exploit the Deliverables. During the Term of this Agreement and immediately upon any expiration or termination thereof for any reason, Contractor will provide to [Purchasing Entity] the most current copies of any Contractor Property to which [Purchasing Entity] has rights pursuant to the foregoing, including any related documentation.

Notwithstanding anything contained herein to the contrary, and notwithstanding [Purchasing Entity]’s use of Contractor Property under the license created herein, Contractor shall have all the rights and incidents of ownership with respect to Contractor Property, including the right to use such property for any purpose whatsoever and to grant licenses in the same to third parties. Contractor shall not encumber or otherwise transfer any rights that would preclude a free and clear license grant to the Commonwealth.

10.3.4 Commonwealth Property

In conformance with the Commonwealth’s Standard Terms and Conditions, all Deliverables created under this Agreement whether made by Contractor, subcontractor or both, are the property of [Purchasing Entity], except for the Contractor Property embodied in the Deliverable. Contractor irrevocably and unconditionally sells, transfers and assigns to [Purchasing Entity] or its designee(s), the entire right, title, and interest in and to all intellectual property rights that it may now or hereafter possess in said Deliverables, except for the Contractor Property embodied in the Deliverables, and all derivative works thereof. This sale, transfer and assignment shall be effective immediately upon creation of each Deliverable and shall include all copyright, patent, trade secret, trademark and other intellectual property rights created by Contractor or subcontractors in connection with such work (hereinafter the "Commonwealth Property").

All copyrightable material contained within a Deliverable and created under this SOW are works made for hire. Contractor bears the burden to prove that a work within a Deliverable was not created under this SOW. If work is determined to not be made for hire or that designation is not sufficient to secure rights, to the fullest extent allowable and for the full term of protection otherwise accorded to Contractor under such law, Contractor shall and hereby irrevocably does, assign and transfer to [Purchasing Entity] free from all liens and other encumbrances or restrictions, all right, title and interest Contractor may have or come to have in and to such Deliverable. CONTRACTOR HEREBY WAIVES IN FAVOR OF [PURCHASING ENTITY] (AND SHALL CAUSE ITS PERSONNEL TO WAIVE IN FAVOR OF CLIENT IN WRITING SIGNED BY SUCH PERSONNEL) ANY AND ALL ARTIST’S OR MORAL RIGHTS (INCLUDING, WITHOUT LIMITATION, ALL RIGHTS OF INTEGRITY AND ATTRIBUTION) IT MAY HAVE PURSUANT TO ANY STATE OR FEDERAL LAWS OF THE UNITED STATES IN RESPECT TO ANY DELIVERABLE AND ALL SIMILAR RIGHTS UNDER THE LAWS OF ALL OTHER APPLICABLE JURISDICTIONS.

Contractor agrees to execute all documents and take all actions that may be reasonably requested by [Purchasing Entity] to evidence the transfer of ownership of or license to intellectual property rights described in this Section 10, including providing any code used exclusively to develop such Deliverables for [Purchasing Entity] and the documentation for such code. Contractor acknowledges that there are currently and that there may be future rights that the Commonwealth may otherwise become entitled to with respect to Commonwealth Property that does not yet exist, as well as new uses, media, means and forms of exploitation, current or future technology yet to be developed, and that Contractor specifically intends the foregoing ownership or rights by the Commonwealth to include all such now known or unknown uses, media and forms of exploitation.

The Commonwealth retains all right, title and interest in and to all derivative works of Commonwealth Property.

[Purchasing Entity] hereby grants to Contractor a nonexclusive, revocable license to use, copy, modify and prepare derivative works of Commonwealth Property only during the Term and only for the purpose of performing services and developing Deliverables for the [Purchasing Entity] under this SOW.

10.3.5 Third-party Intellectual Property

If the Deliverables contain or will contain any third-party intellectual property to which Contractor intends to provide a sublicense, Contractor must provide copies of all such sublicense agreements as early in the process as possible. The sublicense agreements must be included in Contractor’s initial quotation to the [Purchasing Entity], or, if the requirement to utilize sublicensed intellectual property is not known at the outset of the project, as soon as the requirement becomes known. Sublicenses to third-party intellectual property can ONLY be provided if they are provided at no charge to the [Purchasing Entity].

10.4 [Purchasing Entity]’s Responsibilities In addition to the Tasks set forth in Section 9.2 (Equipment, Work Space, Office Supplies), [Purchasing Entity] shall be responsible for the following [insert any additional obligations].

10.5 Software Escrow

[Address software escrow if applicable]

11 CONTRACTOR TASKS AND DELIVERABLES

This Section describes the Deliverables that Contractor will provide to [Purchasing Entity] and the Tasks that Contractor will complete by the end of the engagement described in this SOW. A Task or Deliverable will be considered “complete” when all the acceptance criteria set forth in this SOW have been met or the prescribed review period for each Deliverable or Task has expired without written response from [Purchasing Entity]. The Task/Deliverable numbers are referred to in subsequent sections throughout this SOW.

All written documents shall be delivered in machine-readable format, capable of being completely and accurately reproduced by computer software on a laser printer. All meetings shall be held in [INSERT LOCATION] unless agreed to otherwise by the Project Managers. All meeting results will be described in a follow-up report generated by the Contractor Project Manager and approved by the [Purchasing Entity] Project Manager.

11.1 Fixed Price Tasks and Deliverables:

For the Fixed Price Tasks and Deliverables of this Agreement, Contractor shall perform Tasks or deliver Deliverables in conformance with the Description and Metrics of Acceptance on or before Milestone Schedule date set forth in Table 2.

TABLE 2 - Deliverables and Tasks

11.2 Time and Materials Personnel Contractor agrees to provide the following Named Resources, whose resume is attached hereto as Exhibit [INSERT NUMBER], on a Time and Materials basis and as described in any relevant Task Order entered into hereunder:

TABLE 3 - Time and Materials Resources

11.3 Payment Terms

All payments under this SOW shall be made in accordance with the Commonwealth's bill paying policy.

11.3.1 Fixed Price Payments for Tasks and Deliverables

A Deliverable or Task will be considered “completed” when [Purchasing Entity] has determined that the acceptance criteria for that specific Deliverable or Task has been met as specified in Table 4 of this SOW or the relevant Task Order, and elsewhere in this Agreement. Contractor agrees to invoice the Commonwealth for the Deliverables or work completed per the requirements set forth in this SOW and the relevant Task Order. [Purchasing Entity] will make payments to Contractor only after receiving an accurate invoice for Tasks and Deliverables completed and accepted pursuant to Section 6 of this SOW. Payments for specific Tasks and Deliverables shall be made in accordance with Table 4 below.

TABLE 4 - Fixed Price Deliverables and Tasks

11.3.2 Time and Materials Payments

For the Time and Materials Services provided in any Task Order entered hereunder, Contractor shall complete the work described in the relevant Task Order and as scheduled through weekly planning meetings. Contractor will submit weekly reports to the [Purchasing Entity] Project Manager detailing the hours actually worked by the Named Resource performing Time and Materials work and described herein or in the relevant Task Order. The weekly reporting must show actual resource hours worked against assigned tasks. Contractor will also report weekly to the [Purchasing Entity] Project Manager its expected work effort the forthcoming week, showing the Named Resource’s expected level of effort. The Named Resource will be authorized for work without the prior review and authorization by the [Purchasing Entity] Project Manager.

Contractor shall provide a bi-weekly invoice to [Purchasing Entity] Project Manager for the actual hours worked per week of the Named Resource identified in Table 3. No invoice will exceed 37.5 hours per week per resource, and the total payments under this SOW or the relevant Task Order will not exceed the authorized hours or the total authorized amount as identified in the relevant Task Order. The [Purchasing Entity] Project Manager will review and approve these invoices based on satisfactory work performance by the Named Resource. The [Purchasing Entity] Project Manager may terminate use of the Named Resource by providing ten (10) days written notice to the Contractor Project Manager. If termination is “For Cause”, or for a violation of a term of this Agreement, [Purchasing Entity] may terminate use of the Named Resource effective immediately by providing written notice to the Contractor Project Manager.

12.

TRANSFER OF ENGAGEMENT PRODUCTS AT CONTRACT TERMINATION

[Address any special requirements for transfer of the application and/or other engagement products to the Commonwealth or to another vendor at Contract Termination.]

13.

MAINTENANCE

[ Address maintenance to be provided by vendor, if any, and cost thereof]

This SOW may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The undersigned hereby represent that they are duly authorized to execute this SOW on behalf of their respective organizations.

Purchasing Entity: [NAME]

Contractor: [NAME] Signature: ______________________________

Signature: ______________________________

Name: _________________________________

Name: ________________________________

Title: __________________________________

Title: __________________________________

Date: __________________________________

Date: __________________________________