This Statement of Work (“SOW”) is entered into between Black Flag Design, LLC (“BFD”) and {{CLIENT_LEGAL_NAME}} (“Client”) and is governed by the Master Services Agreement executed between the parties.
{{CLIENT_NAME}} has engaged Black Flag Design to {{ONE_LINE_OBJECTIVE}}. This SOW covers the design, engineering, and delivery of the work described below.
The following items are expressly not included in this SOW and, if required, will be addressed under a separate SOW or Change Order:
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Each deliverable will be deemed accepted upon the earlier of (i) Client's written acceptance, or (ii) five (5) business days after delivery without written objection specifying a material deviation from the agreed specification.
Every Friday. 45 min. What shipped, what's next, what's blocked. Demo-driven.
Every other week. 30 min with Executive Sponsor. Scope, risk, priorities.
Slack channel. Blockers, progress, decisions. No meeting required.
Fees are stated in U.S. dollars and are exclusive of taxes. Payment terms are Net 15 from invoice date. Invoices are issued electronically to {{CLIENT_AP_EMAIL}}.
| Line Item | Description | Amount |
|---|---|---|
| Phase 01 — Discovery & Design | Invoiced on execution of this SOW. | ${{PHASE_1_FEE}} |
| Phase 02 — Prototype & Validate | Invoiced on completion of Phase 01 acceptance. | ${{PHASE_2_FEE}} |
| Phase 03 — Build & Integrate | Invoiced in two equal installments during Phase 03. | ${{PHASE_3_FEE}} |
| Phase 04 — Launch & Handoff | Invoiced on Final Acceptance. | ${{PHASE_4_FEE}} |
| Total Fixed Fee | ${{TOTAL_FEE}} |
Pre-approved travel and material expenses are billed at cost with documentation. Third-party costs (LLM inference, hosting, licenses, design tool seats) are paid directly by Client.
Any material change to scope, timeline, or team composition will be captured in a written Change Order signed by both parties before execution. Change Orders are billed at ${{HOURLY_RATE}}/hour unless otherwise agreed.
Invoices unpaid beyond thirty (30) days from issue date accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. BFD may pause work on any unpaid invoice beyond forty-five (45) days.
On receipt of full payment, Client owns all custom code, designs, and deliverables produced under this SOW. BFD retains ownership of its pre-existing tools, libraries, and methodologies, and grants Client a perpetual, non-exclusive license to use them as embedded in the deliverables.
Each party will protect the other's Confidential Information with the same care it uses for its own, and in no event less than a reasonable standard. Obligations survive termination for three (3) years.
BFD will handle Client data in accordance with the security posture detailed in the associated Security Appendix. Production access is granted on a least-privilege basis and revoked within two (2) business days of engagement end.
BFD warrants that the deliverables will conform materially to the specifications for thirty (30) days following Final Acceptance. Remedy is re-performance of non-conforming work.
Either party may terminate this SOW for convenience on fifteen (15) days' written notice. Upon termination, Client pays for all work completed and in-progress through the termination date; BFD delivers all work product in its then-current state.
This SOW incorporates the Master Services Agreement executed between the parties. In the event of conflict between this SOW and the MSA, the MSA controls except where this SOW expressly states otherwise.