[PROJECT NAME]
STATEMENT OF WORK
EXHIBIT A
Jan 19, 2026
Service Provider
[Service Provider]
Authorized: ____________
Client
[Client]
Authorized: Client Signatory
This Statement of Work (the "SOW") is entered into as of [Effective Date] (the "Effective Date"), by and between ("Service Provider") and ("Client"), pursuant to the Holiday Marketing Services Agreement dated [Date] (the "Agreement").
Services & Fees
| # | Service Description | Date | Qty | Total |
|---|---|---|---|---|
| No services added yet. | ||||
| Total Fees | $0 | |||
Deliverables
No deliverables listed.
Payment Terms & Method
ACH / Wire
No processing fees apply.
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Card Payment
3% processing fee applied.
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Payment Schedule
No milestones defined.
Acceptance
For: [Service Provider]
Authorized Signature
Name
Title
For: [Client]
Authorized Signature
Name
Title
Service Provider
Master Services Agreement
Effective Date
YYYY-MM-DD
Service Provider
[Service Provider]
Authorized: ____________
Client
[Client]
Authorized: Client Signatory
This Master Services Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between [Service Provider] ("Service Provider") and [Client] ("Client").
Service Provider and Client may be referred to individually as a “Party” and collectively as the “Parties.”
1. Statements of Work; Order of Precedence
1.1
Services via SOWs. Service Provider will provide only the services and deliverables described in one or more written statements of work executed by the Parties (each, a “Statement of Work” or “SOW”). Each SOW is incorporated into and governed by this Agreement.
1.2
SOW requirements. Each SOW will include, at minimum: (a) the services and deliverables to be provided, (b) any timelines or effective dates, and (c) fees and payment terms.
1.3
Conflict. If there is a conflict between this Agreement and a SOW, this Agreement controls unless the SOW expressly identifies the specific section(s) of this Agreement being superseded and states that it supersedes those section(s) for that SOW only.
2. Fees and Payment
2.1
Fees. Client will pay the fees described in the applicable SOW.
2.2
Payment timing. Unless otherwise stated in a SOW, invoices are due within 30 days of invoice date. If a SOW specifies a payment due date, that due date controls regardless of invoice date.
2.3
Processing costs. Client is responsible for all wire fees and bank processing fees and will not deduct such fees from amounts owed.
2.4
Card processing fee. If Client pays by credit or debit card, Client will pay an additional processing fee of 3% (or the percentage specified in the SOW) unless prohibited by law.
3. Third-Party Expenses
3.1
Approval required. Client is responsible for third-party expenses only if approved by Client in writing in advance.
3.2
Payment timing. Approved third-party expenses are due within 30 days of invoice.
4. Invoice Disputes; Late Fees; Suspension
4.1
Invoice disputes. Client must notify Service Provider in writing of any invoice dispute within ten (10) days of receipt and specify the basis for the dispute in reasonable detail.
4.2
Undisputed amounts. Undisputed amounts remain payable when due.
4.3
Late fees. Any undisputed amount not paid when due will accrue a late fee of 1.5% per month (or the maximum allowed by law, if lower), calculated from the due date until paid.
4.4
Suspension for nonpayment. If any undisputed payment is more than 30 days past due, Service Provider may suspend performance until payment is received. Suspension does not waive Client’s payment obligations or extend deadlines unless the Parties agree in writing.
5. Client Cooperation; Approvals; Compliance
5.1
Cooperation. Client will provide timely access to information, personnel, and feedback reasonably required for Service Provider to perform the services.
5.2
Response time. Unless otherwise stated in a SOW, Client will respond to requests for approvals and feedback within two (2) business days. Delays in Client responses may impact timelines and outcomes.
5.3
Accuracy and compliance. Client is responsible for the accuracy and legal compliance of all information and materials provided by Client, including claims about Client’s products or services.
6. Intellectual Property; Client Content
6.1
Service Provider ownership. Service Provider retains all right, title, and interest in and to its websites, platforms, systems, templates, tools, methods, processes, know-how, and pre-existing materials, and any improvements to them.
6.2
Client Content definition and ownership. “Client Content” means materials provided by Client (including text, logos, trademarks, images, video, data, or other materials). Client retains ownership of Client Content.
6.3
Client Content license. Client grants Service Provider a non-exclusive, worldwide, royalty-free license during the term of the applicable SOW (and any renewal period stated in the SOW) to use Client Content solely to perform the services and to display Client Content in deliverables and placements described in the SOW.
7. Published Materials on Service Provider Properties
7.1
Ownership of published content. If a SOW includes content created, hosted, or published on Service Provider-controlled properties (including holiday pages, articles, graphics, or features published on Service Provider sites or channels), Service Provider owns that published content and its presentation as part of its platform.
7.2
Client editorial control and approvals. Client has editorial control over Client Content, brand messaging, and brand assets included in the published content, and will have approval rights over factual statements about Client and final brand assets prior to publication, not to be unreasonably withheld, conditioned, or delayed.
7.3
Platform control; refusal rights. Service Provider retains final approval over format, placement, and compliance with Service Provider’s reasonable platform standards and published guidelines (if any), and may refuse content that is unlawful, misleading, or materially inconsistent with such standards and guidelines.
7.4
Post-term branding changes; archival. After the SOW term ends, Client may request removal of active calls-to-action and prominent branding placements within a reasonable time. Service Provider may retain historical content for archival purposes in the ordinary course of operating its platform.
8. Client Rights to Deliverables; Publicity
8.1
Client license to outputs; no transfer. Unless otherwise stated in a SOW, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use final deliverables created for Client under a SOW (such as survey results, summary reports, and infographics) for Client’s internal business purposes and external marketing, provided Client does not remove Service Provider branding where included unless the Parties agree otherwise in writing. No ownership is transferred unless a SOW expressly states an assignment.
8.2
Publicity. Service Provider may not use Client’s name or logo in marketing materials or public case studies without Client’s written consent.
9. Confidentiality
9.1
Confidential Information. “Confidential Information” means non-public information disclosed by one Party to the other that a reasonable person would understand to be confidential. Confidential Information does not include information the Receiving Party can demonstrate: (a) is or becomes public through no breach, (b) was known without restriction before receipt, (c) is received from a third party without breach, or (d) is independently developed without use of the Confidential Information.
9.2
Obligations; compelled disclosure. The Receiving Party will use Confidential Information only as needed to perform under this Agreement and will not disclose it except to its employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as these. If disclosure is required by law, the Receiving Party will provide reasonable notice (if legally permitted) and disclose only what is required.
9.3
Duration. The obligations in this Section 9 survive for three (3) years after termination of this Agreement; however, Confidential Information that constitutes a trade secret will remain protected for so long as it remains a trade secret under applicable law.
10. Warranties; Disclaimers
10.1
Professional services. Service Provider will perform the services in a professional and workmanlike manner consistent with generally accepted industry standards.
10.2
No guaranteed outcomes. Client acknowledges that publicity, media coverage, search rankings, reach, engagement, and other outcomes depend on third parties and market conditions. Service Provider does not guarantee any specific results unless a SOW expressly provides a written guarantee.
10.3
Client warranties. Client represents and warrants that: (a) it owns or has the necessary rights to provide Client Content, and (b) Service Provider’s use of Client Content as contemplated will not infringe or violate third-party rights.
11. Indemnification
11.1
Mutual indemnity. Each Party will indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from any third-party claims, damages, liabilities, costs, and reasonable attorneys’ fees arising from: (a) the indemnifying Party’s breach of this Agreement, negligence, or willful misconduct; (b) Client Content (when Client is the indemnifying Party); or (c) allegations that Service Provider’s deliverables (excluding Client Content) infringe a third party’s intellectual property rights (when Service Provider is the indemnifying Party).
11.2
Process. The indemnified Party will promptly notify the indemnifying Party and reasonably cooperate. The indemnifying Party will assume the defense promptly and will control the defense and settlement, and may not settle in a way that imposes liability or obligations on the indemnified Party without its written consent. The indemnified Party may participate in the defense at its own expense.
12. Limitation of Liability
12.1
No consequential damages. To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, or loss of goodwill, even if advised of the possibility.
12.2
Liability cap. To the maximum extent permitted by law, each Party’s total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid under the applicable SOW that gave rise to the claim.
12.3
Exceptions; payment obligations. Sections 12.1 and 12.2 do not limit (a) Client’s obligation to pay fees and approved expenses owed under this Agreement or any SOW, (b) a Party’s obligations under Section 11 (Indemnification), or (c) a Party’s breach of Section 9 (Confidentiality).
13. Term and Termination
13.1
Term. This Agreement begins on the Effective Date and continues until terminated as provided below.
13.2
Termination for cause. Either Party may terminate this Agreement if the other Party materially breaches and fails to cure within 30 days after written notice. If nonpayment is the breach, Service Provider may terminate if Client fails to cure within 10 days after written notice.
13.3
Termination for convenience (optional). Either Party may terminate an active SOW for convenience with 30 days prior written notice. Unless otherwise stated in the SOW, Client will remain responsible for: (a) fees for work performed through the effective termination date, and (b) any non-cancelable third-party costs approved by Client.
13.4
Effect of termination; refunds. Upon termination, Client will pay all amounts due through the termination effective date. Fees are non-refundable for services, placements, and deliverables delivered in accordance with the SOW. Each Party will return or destroy the other Party’s Confidential Information upon request, except where retention is required by law.
14. Relationship; Assignment; Governing Law
14.1
Independent contractors. The Parties are independent contractors. Nothing creates an employment, partnership, joint venture, or agency relationship.
14.2
Assignment. Either Party may assign this Agreement without the other Party’s consent in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound. The assigning Party will provide written notice of any permitted assignment. Otherwise, assignments require prior written consent.
14.3
Governing law; venue. “Principal place of business” means the address listed for the applicable Party in the Agreement preamble or signature block. This Agreement is governed by the laws of the state in which Client’s principal place of business is located, without regard to conflict of laws principles. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in the county in which Client’s principal place of business is located.
15. Miscellaneous
15.1
Entire agreement; amendments. This Agreement and all SOWs constitute the entire agreement and supersede prior understandings on the subject. Any amendment must be in writing and signed by both Parties.
15.2
Severability; waiver. If any provision is unenforceable, the remainder remains effective, and any waiver must be in writing and applies only to the specific instance waived.
15.3
Counterparts; e-signatures. This Agreement may be executed in counterparts and via electronic signatures, each of which is deemed an original.
15.4
Force majeure. Neither Party will be liable for any delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including outages or changes by third-party platforms or service providers used to deliver the services.
Notices
Notices must be in writing and delivered by email to:
Service Provider
[EMAIL]
Client
[EMAIL]
Notices are effective upon confirmation of transmission (excluding automated bounce-backs).
Signatures
[Service Provider]
Signature
Name
Title
[Client]
Signature
Name
Title
SOW Builder
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