Statement of Work · Agile software services

Statement of Work: _______________________________

This Statement of Work (“SOW”) is entered into as of June 17, 2026, by and between _______________________________ (“Client”) and _______________________________ (“Agency”), collectively the “Parties.” This SOW supplements and is governed by any master services agreement, engagement letter, or ordering document executed between the Parties (“MSA”). If no MSA exists, the commercial and legal terms set forth in this SOW constitute the entire agreement for the engagement described below, subject to the limitations stated herein.

1. Purpose and outcomes

Agency will provide agile software development and related professional services for the initiative referenced above. The objective is to deliver working software in iterative increments, with Client participation in prioritization, review, and acceptance at the conclusion of each agreed timebox or sprint. Detailed functional expectations, user journeys, and acceptance criteria will be maintained in a product backlog or equivalent written record agreed by both Parties and may evolve under the change mechanism in Section 5.

2. Commercial framework

Unless otherwise specified in writing, services will be billed on a time-and-materials basis at — per hour (USD), plus approved pass-through expenses if pre-authorized in writing. The Parties acknowledge an indicative budget ceiling of — for the scope described in this SOW. The budget is an estimate for planning and governance; it is not a fixed-price commitment unless the Parties execute a separate written fixed-fee addendum that expressly supersedes this subsection. Agency will provide reasonable forecast updates and will not exceed the budget without Client’s prior written approval.

3. Project phases and delivery cadence

Work is organized into the phases below. Each phase may comprise one or more sprints or milestones. Completion of a phase requires demonstration of agreed backlog items and written acceptance or deemed acceptance in accordance with the MSA or, if none, the acceptance procedure in Section 6.

1. Discovery & alignment: Objectives, backlog items, and exit criteria for this phase will be recorded in the shared backlog or written addendum before execution begins.
2. Build & iteration: Objectives, backlog items, and exit criteria for this phase will be recorded in the shared backlog or written addendum before execution begins.
3. Hardening & handoff: Objectives, backlog items, and exit criteria for this phase will be recorded in the shared backlog or written addendum before execution begins.

4. Agile variance (forecasting, unknowns, and discovery)

Client acknowledges that software development under agile methods entails inherent uncertainty. Estimates of effort, duration, and cost are forecasts based on information available at signing and are not guarantees. Discovery may reveal technical constraints, third-party limitations, security requirements, or regulatory obligations that affect scope or sequencing. Agency will communicate material risks promptly and propose options, which may include reprioritization, phased delivery, or additional budget and timeline. Client understands that agile delivery depends on timely access to stakeholders, timely feedback on reviews, and stable prioritization within each sprint or timebox except where change control applies.

5. Scope creep protection and change control

The “scope” of this SOW consists of the initiative described in Sections 1–3 and the backlog items the Parties mutually agree to pull into active work. Requests for new features, redesigns, integrations, performance targets, or other material changes that are not already reflected in the agreed backlog constitute “Out-of-Scope Changes.” Out-of-Scope Changes require a written change order (email acceptable) describing the change, estimated impact on budget and schedule, and any trade-offs. Agency is not obligated to perform Out-of-Scope Changes without signed or written approval from an authorized Client representative. Until approved, Agency may continue prioritized in-scope work. Client shall not treat verbal requests or informal chat messages as binding scope additions.

6. Acceptance, warranties, and remedy

At the end of each sprint or milestone, Agency will demonstrate completed backlog items. Client will accept work that substantially conforms to the agreed acceptance criteria. Non-material defects may be logged and scheduled for a subsequent iteration. If Client does not provide written rejection with reasonable detail within five (5) business days of demonstration, the deliverables are deemed accepted. Agency warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except as required by law, Agency disclaims implied warranties to the maximum extent permitted. Client’s exclusive remedy for breach of the foregoing warranty is re-performance of the non-conforming services or, at Agency’s election, refund of fees paid for the non-conforming portion.

7. Intellectual property

Upon full payment of fees invoiced for the applicable deliverables, Agency assigns to Client all right, title, and interest in the custom software, documentation, and creative work specifically created for Client under this SOW, excluding Agency’s pre-existing tools, libraries, frameworks, and methodologies (“Agency Background IP”). Agency retains Agency Background IP and grants Client a perpetual, non-exclusive, royalty-free license to use any Agency Background IP embedded in the deliverables solely as necessary to use and maintain the deliverables. Client retains all rights in its pre-existing materials and confidential information. Open-source components will be used in compliance with their licenses and disclosed upon request. If the MSA contains different IP terms, the MSA controls.

8. Confidentiality, data, and security

Each Party will protect the other’s non-public information using reasonable care. Agency will implement commercially reasonable administrative, technical, and organizational measures appropriate to the nature of the engagement. Client is responsible for the accuracy and legality of materials it supplies. Personal data processing, subprocessors, and security exhibits, if required, may be addressed in the MSA or a data processing addendum.

9. Limitation of liability

Except for a Party’s indemnity obligations, confidentiality breaches, infringement of the other Party’s intellectual property, or willful misconduct, neither Party’s aggregate liability arising out of this SOW will exceed the fees paid or payable by Client to Agency under this SOW in the three (3) months preceding the claim. Neither Party will be liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, even if advised of the possibility. Some jurisdictions do not allow certain limitations; in those cases, the limitation applies to the fullest extent permitted by law.

10. General

This SOW may be executed in counterparts. Amendments must be in writing. If any provision is held unenforceable, the remainder remains in effect. The relationship is that of independent contractors. Notices must be sent to the addresses the Parties designate in writing. Governing law and venue follow the MSA; if no MSA exists, the laws of the jurisdiction in which Agency is organized apply, excluding conflict-of-law rules. This SOW is a business document and not personal legal advice; each Party should consult qualified counsel.

Appendix A: Technical deliverables

Technical deliverables (e.g., epics, user stories, acceptance criteria, API contracts, test plans, and release notes) will be maintained in Client’s or Agency’s agreed tooling and linked from the shared backlog. The Parties will treat the backlog and referenced artifacts as the authoritative description of technical scope for active work, subject to Section 5.

IN WITNESS WHEREOF, the Parties have executed this SOW as of the date first written above.