Common use of Statements of Work Clause in Contracts

Statements of Work. 4.1 Each Statement of Work shall be agreed in the following manner: (a) the Customer shall request the Services from the Supplier and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work. (b) Following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable either: (i) inform the Customer that it declines to provide the requested Service; or (ii) provide the Customer with a draft Statement of Work. (c) if the Supplier provides the Customer with a draft Statement of Work pursuant to clause 4.1 (b)(ii), the Supplier and the Customer shall discuss and agree that draft Statement of Work; and (d) both parties shall sign the draft Statement of Work when it is agreed. 4.2 Once a Statement of Work has been agreed and signed in accordance with clause 4.1(d), no amendment shall be made to it except in accordance with clause 12 or clause 23. 4.3 Each Statement of Work entered into forms a separate contract between the parties governed by and subject to the terms of this Agreement. 4.4 Each Statement of Work shall: (a) come into existence on the commencement date set out in the applicable Statement of Work or when the Supplier starts to provide Services requested by the Customer (whichever is earlier); and (b) unless terminated earlier in accordance with the terms of this Agreement: (i) where the Statement of Work specifies that the Services are not renewable, the Statement of Work shall continue for the Initial Period or where no such Initial Period is specified until the Services have been delivered by Supplier and SoW Charges for the same have been received; and (ii) where the Statement of Work specifies that the Services are renewable, the Statement of Work shall automatically renew for successive periods equivalent to the duration of the Initial Period (each a “Renewal Period”) and shall continue to do so until the Customer notifies the Supplier of its intention to terminate the Services at least 30 days prior to the end of the Initial Period or then current Renewal Period (as the case may be) in which case the Statement of Work shall automatically expire at the end of the Initial Period or then current Renewal Period (as the case may be).

Statements of Work. 4.1 Each 3.1.1. If Customer requires the Supplier to supply Products or Services, Customer will either: a) send separate Statement of Work; or b) notify the Supplier of the nature of any Products or Services required by Customer, in which case the Supplier will send Customer a Statement of Work shall be agreed in the following manner: (a) the Customer shall request the Services from the Supplier and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work. (b) Following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable either:possible (i) inform 3.1.2. Either party may request the Customer that it declines other party to provide such additional information that is reasonably required by the requested Service; or (ii) provide party to complete the Customer with a draft Statement of Work. (c) if the Supplier provides the Customer with a draft Statement of Work pursuant in accordance with clause 3.1.1, in which case the other party will use reasonable endeavours to clause 4.1 (b)(ii)comply with such request within five Business Days of its receipt of such request, or such other time as may be agreed by the Supplier parties in writing. 3.1.3. The Charges for the Products and the Customer shall discuss and agree that draft Statement of Work; and (d) both parties shall sign the draft Services set out in any Statement of Work when it is agreedprepared under this clause 3.1 will be determined by the Product and Services Price List in Schedule 1. If Customer considers that any of the Charges cannot be determined by reference to the Product and Services Price List in Schedule 1, the parties will endeavour in good faith and without delay, to agree those details. 4.2 3.1.4. Once a Statement of Work has been agreed sent by either party pursuant to clause 3.1.1, Customer and signed in accordance with clause 4.1(d), no amendment shall be made Supplier will work together to it except in accordance with clause 12 or clause 23. 4.3 Each Statement of Work entered into forms a separate contract between the parties governed by and subject to the terms of this Agreement. 4.4 Each Statement of Work shall: (a) come into existence on the commencement date set out in the applicable Statement of Work or when the Supplier starts to provide Services requested by the Customer (whichever is earlier); and (b) unless terminated earlier in accordance with the terms of this Agreement: (i) where complete the Statement of Work specifies that the Services are not renewablein accordance with this Agreement. Once a Statement of Work has been completed, Customer may: a) accept the Statement of Work shall continue for the Initial Period or where no such Initial Period is specified until the Services have been delivered by Supplier and SoW Charges for the same have been received; and (ii) where the Statement of Work specifies that the Services are renewableWork, the Statement of Work shall automatically renew for successive periods equivalent to the duration of the Initial Period (each a “Renewal Period”) and shall continue to do so until the Customer notifies the Supplier of its intention to terminate the Services at least 30 days prior to the end of the Initial Period or then current Renewal Period (as the case may be) in which case the Statement of Work shall automatically expire at will become a part of this Agreement on and from the end date of its execution by both Customer and the Supplier; b) reject the Statement of Work and require the Supplier to amend part or all of the Initial Period Statement of Work, in which case the Supplier will amend the Statement of Work as required by Customer and send the amended Statement of Work to Customer within five Business Days, unless specifically agreed different timelines, of the Supplier's receipt of such requirement from Customer; or c) reject the Statement of Work, in which case the parties will not execute the Statement of Work and the Supplier shall not supply those Products or then current Renewal Period Services. 3.1.5. Once an agreed Statement of Work has been executed by both parties, the Statement of Work will be implemented in accordance with, and be subject to: a) the terms and conditions set out in the relevant Statement of Work; and b) the terms and conditions of this Agreement (as including the case may beschedules and attachments to this Agreement). 3.1.6. Once executed by the parties, a Statement of Work will form part of this Agreement. If there is any inconsistency between the documents referred to in clauses 3.1.5.(a) and 3.1.5. (b), the documents will prevail in accordance with clause 3.1.8 below. 3.1.7. Each Statement of Work will commence on the Statement of Work Effective Date and continue for the term of that Statement of Work. If no such date is specified in the Statement of Work, then the effective date of that Statement of Work will be the date on which it is executed by the parties. 3.1.8. To the extent of any inconsistency between any terms of a Statement of Work and this Agreement, the order of priority (from highest to lowest) for the purpose of any interpretation is: a) the Statement of Work (including any documents attached, annexed or referred ) except to the extent that the Statement of Work is expressly stated to override any of the documents referred to above, in which case that part of the Statement of work will prevail to that extent only; then b) this Agreement.

Statements of Work. 4.1 Each Statement of Work shall be agreed in the following manner: (a) the Customer shall request the Services from the Supplier and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work. (b) Following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable either: (i) inform the Customer that it declines to provide the requested Service; or (ii) provide the Customer with a draft Statement of Work. (c) if the Supplier provides the Customer with a draft Statement of Work pursuant to clause 4.1 (b)(ii), the Supplier and the Customer shall discuss and agree that draft Statement of Work; and (d) both parties shall sign the draft Statement of Work when it is agreed. 4.2 Once a Statement of Work has been agreed and signed in accordance with clause 4.1(d), no amendment shall be made to it except in accordance with clause 12 or clause 23. 4.3 Each Statement of Work entered into forms a separate contract between the parties governed by and subject to the terms of this Agreement. 4.4 Each Statement of Work shall: (a) come into existence on the commencement date set out in the applicable Statement of Work or when the Supplier starts to provide Services requested by the Customer (whichever is earlier); and (b) unless terminated earlier in accordance with the terms of this Agreement: (i) where the Statement of Work specifies that the Services are not renewable, the Statement of Work shall continue for the Initial Period or where no such Initial Period is specified until the Services have been delivered by Supplier and SoW Charges for the same have been received; and (ii) where the Statement of Work specifies that the Services are renewable, the Statement of Work shall automatically renew for successive periods equivalent to the duration of the Initial Period (each a “Renewal Period”) and shall continue to do so until the Customer notifies the Supplier of its intention to terminate the Services at least 30 days prior to the end of the Initial Period or then current Renewal Period (as the case may be) in which case the Statement of Work shall automatically expire at the end of the Initial Period or then current Renewal Period (as the case may be). 4.5 Where the Statement of Work includes the provision of on-going subscription services, those services: (a) Include any work required, at no additional cost, to ensure the services operate as expected, unless specified in 4.5.b. (b) Excludes any work, unless explicitly mentioned in the Statement or Work, to recover data or systems following a cyber attack or other force majeure as listed in 21.

Statements of Work. 4.1 Each 3.1. A Statement of Work shall be agreed in the following manner: (a) drafted when the Customer shall request the Services from requests the Supplier to provide any or all of the Available Services other than Support Services. 3.2. The Statement of Work may also include details and costs of required Software. 3.3. The Customer will provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work. (b) Following receipt of . If the information requested from Supplier declines to provide the Available Services, it shall inform the Customer the Supplier shall, as soon as reasonably practicable either: (i) inform the Customer that it declines to provide the requested Service; or (ii) provide the Customer with a draft Statement of Work. (c) if the Supplier provides the Customer with a draft Statement of Work pursuant to clause 4.1 (b)(ii), the Supplier and the Customer shall discuss and agree that draft Statement of Work; and (d) both practicable. Both parties shall sign the draft Statement of Work when it is agreed. 4.2 3.4. Unless otherwise agreed, the Statement of Work Charges shall be calculated in accordance with the Reference Charges. 3.5. Once a Statement of Work has been agreed and signed in accordance with clause 4.1(d)signed, no amendment shall be made to it except in accordance with clause 12 or clause 23Clause 3.6. 4.3 Each Statement of Work entered into forms a separate contract between the parties governed by and subject 3.6. Either party may propose changes to the terms scope or execution of this Agreement. 4.4 Each Statement of Work shall: (a) the Works but no proposed changes shall come into existence effect until a relevant Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on the commencement date set out in the applicable Statement of Work or when the Supplier starts to provide Services requested by the Customer (whichever is earlier); and (b) unless terminated earlier in accordance with the terms of this Agreement: (i) where the Statement of Work specifies that the Services are not renewableWorks, the Statement of Work shall continue Charges, the timetable for the Initial Period or Works and any of the other terms of the relevant Statement of Work. If the Supplier wishes to make a change to the Works it shall provide a draft Change Order to the Customer, or; if the Customer wishes to make a change to the Works, it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed change; and the Supplier shall, as soon as reasonably practicable after receiving the information, provide a draft Change Order to the Customer. If the parties agree to a Change Order, they shall sign it and that Change Order shall amend the relevant Statement of Work, or; if they are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in Clause 25. 3.7. In relation to each Statement of Work, the Supplier shall: 3.7.1. use reasonable endeavours to manage and complete the Works, and deliver the Deliverables to the Customer, in accordance with a Statement of Work in all material respects; 3.7.2. use reasonable endeavours to meet any performance dates specified in a Statement of Work appoint a manager in respect of the Works to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind the Supplier on all matters relating to the relevant Works (including by signing Change Orders). The Supplier shall use all reasonable endeavours to ensure that the same person acts as the Supplier’s manager throughout the term of the relevant Statement of Work, but may replace that person from time to time where reasonably necessary in the interests of the Supplier’s business. 3.8. In relation to each Statement of Work, the Customer shall: 3.8.1. co-operate with the Supplier in all matters relating to the Works; 3.8.2. appoint a manager in respect of the Works to be performed, such person as identified in the Statement of Work. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Works (including by signing Change Orders; 3.8.3. provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier including any such Initial Period access as is specified until in a Statement of Work; 3.8.4. provide to the Services have been delivered Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under a Statement of Work or otherwise reasonably required by the Supplier in connection with the Works and SoW Charges ensure that they are accurate and complete in all material respects; 3.8.5. ensure that all the Customer’s Equipment is in good working order and suitable for the same have been received; andpurposes for which it is used in relation to the Works; (ii) where 3.8.6. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Works, including in relation to the installation of the Supplier’s Equipment, the use of all Customer Materials and the use of the Customer’s Equipment, in all cases before the date on which the Works are to start; 3.8.7. allow an extension of time to the Supplier to perform its obligations under each Statement of Works if it is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees without prejudice to any other right or remedy it may have; 3.8.8. grant to the Supplier the right to make public announcements for the purposes of marketing, concerning the provision by the Supplier to the Customer of the Available Services and thereby the right to use for that purpose the name and any trade ▇▇▇▇ of the Customer to that end with the express written consent being obtained by the Customer in advance of any announcement. 3.9. Acceptance criteria for all Works and Deliverables shall be set out within the Statement of Work specifies and the Customer shall accept Deliverables on meeting those criteria. Whether written notice of acceptance is provided or not, use of a Deliverable within the Customer’s business operations shall be determined as acceptance. A period of 60 days following completion of each Deliverable shall be allowed during which time the Customer should notify the Supplier in writing of any fault and/or defect discovered and the Supplier shall fix that the Services are renewablefault and/or defect using reasonable efforts. ▇.▇▇. ▇▇ accordance with Clause 7, the Supplier shall invoice the Customer for the Charges relevant to each Statement of Work at the intervals specified, or on the achievement of the Milestones indicated, in the Statement of Work. If no intervals or Milestones are so specified, the Supplier shall invoice the Customer at the end of each month for Works performed during that month. 3.11. Each Statement of Work shall automatically renew for successive periods equivalent to the duration be part of the Initial Period (each a “Renewal Period”) this agreement and shall continue not form a separate contract to do so until the Customer notifies the Supplier of its intention to terminate the Services at least 30 days prior to the end of the Initial Period or then current Renewal Period (as the case may be) in which case the Statement of Work shall automatically expire at the end of the Initial Period or then current Renewal Period (as the case may be)it.

Statements of Work. ‌ 4.1 Each Statement of Work shall be agreed in the following manner: (a) the Customer Client shall request the Services from the Supplier and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work. (b) Following receipt of the information requested from the Customer Client the Supplier shall, as soon as reasonably practicable either: (i) inform the Customer Client that it declines to provide the requested Service; or (ii) provide the Customer Client with a draft Statement of Work.Work.‌ (c) if the Supplier provides the Customer Client with a draft Statement of Work pursuant to clause 4.1 (b)(ii), the Supplier and the Customer Client shall discuss and agree that draft Statement of Work; and (d) both parties shall sign the draft Statement of Work when it is agreed.agreed.‌ 4.2 Once a Statement of Work has been agreed and signed in accordance with clause 4.1(d), no amendment shall be made to it except in accordance with clause 12 11 or clause 2322. 4.3 Each Statement of Work entered into forms a separate contract between the parties governed by and subject to the terms of this Agreement. 4.4 Each Statement of Work shall: (a) come into existence on the commencement date set out in the applicable Statement of Work or when the Supplier starts to provide Services requested by the Customer Client (whichever is earlier); and (b) unless terminated earlier in accordance with the terms of this Agreement: (i) where the Statement of Work specifies that the Services are not renewable, the Statement of Work shall continue for the Initial Period or where no such Initial Period is specified until the Services have been delivered by Supplier and SoW Charges for the same have been received; and (ii) where the Statement of Work specifies that the Services are renewable, the Statement of Work shall automatically renew for successive periods equivalent to the duration of the Initial Period (each a “Renewal Period”) and shall continue to do so until the Customer Client notifies the Supplier of its intention to terminate the Services at least 30 days prior to the end of the Initial Period or then current Renewal Period (as the case may be) in which case the Statement of Work shall automatically expire at the end of the Initial Period or then current Renewal Period (as the case may be).be).‌

Statements of Work. 4.1 Each Statement of Work shall be agreed in the following manner: (a) the Customer shall request the Services from the Supplier and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work. (b) Following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable either: (i) inform the Customer that it declines to provide the requested Service; or (ii) provide the Customer with a draft Statement of Work. (c) if the Supplier provides the Customer with a draft Statement of Work pursuant to clause 4.1 (b)(ii), the Supplier and the Customer shall discuss and agree that draft Statement of Work; and (d) both parties shall sign the draft Statement of Work when it is agreed. 4.2 Once a Statement of Work has been agreed and signed in accordance with clause 4.1(d), no amendment shall be made to it except in accordance with clause 12 or clause 23. 4.3 Each Statement of Work entered into forms a separate contract between the parties governed by and subject to the terms of this Agreement. 4.4 Each Statement of Work shall: (a) come into existence on the commencement date set out in the applicable Statement of Work or when the Supplier starts to provide Services requested by the Customer (whichever is earlier); and (b) unless terminated earlier in accordance with the terms of this Agreement: (i) where the Statement of Work specifies that the Services are not renewable, the Statement of Work shall continue for the Initial Period or where no such Initial Period is specified until the Services have been delivered by Supplier and SoW Charges for the same have been received; and (ii) where the Statement of Work specifies that the Services are renewable, the Statement of Work shall automatically renew for successive periods equivalent to the duration of the Initial Period (each a “Renewal Period”) at current pricing and shall continue to do so until the Customer notifies the Supplier of its intention to terminate the Services at least 30 days prior to the end of the Initial Period or then current Renewal Period (as the case may be) in which case the Statement of Work shall automatically expire at the end of the Initial Period or then current Renewal Period (as the case may be). 4.5 Where the Statement of Work includes the provision of on-going subscription services, those services: (a) Include any work required, at no additional cost, to ensure the services operate as expected, unless specified in 4.5.b. (b) Excludes any work, unless explicitly mentioned in the Statement or Work, to recover data or systems following a cyber attack or other force majeure as listed in 21. (c) Shall revert to out-of-contract pricing after the Initial Period has completed, unless the SoW specifies auto-renewal; Customers can optionally renew services for subsequent terms at current pricing.

Statements of Work. ‌ 4.1 Each From time to time, the Authority may prepare and issue to the PSP a Statement of Work shall be agreed in Requirements detailing the following manner: required Services or Goods (a) the Customer shall request the Services from the Supplier and provide the Supplier with as much information as the Supplier reasonably requests in order to associated Management Fee). The PSP may prepare a draft Proposal and submit this in response to the Statement of WorkRequirements to the Authority for review and assessment by the Authority. (b) Following receipt of 4.2 Once a Proposal has been agreed and authorised, the information requested from Parties and any Approved Subcontractor will prepare and issue via the Customer the Supplier shall, as soon as reasonably practicable either: (i) inform the Customer that it declines to provide the requested Service; or (ii) provide the Customer with a draft Statement of Work. (c) if the Supplier provides the Customer with Portal or otherwise a draft Statement of Work pursuant to clause 4.1 (b)(iiin material compliance with Schedule 3 (Statement of Work) (Template), the Supplier ) and the Customer shall this Agreement. The Parties and Approved Subcontractor will discuss and agree that attempt to finalise the draft Statement of Work; and (d) both parties shall . On agreement and subject to Clause 4.5, each Party will sign the draft Statement of Work when it is agreed. 4.2 Once a Statement of Work has been agreed and signed in accordance with clause 4.1(d), no amendment this Agreement and the PSP (and Approved Subcontractor) shall be made to it except in accordance with clause 12 or clause 23commence the delivery of the Services. 4.3 Each Statement of Work entered into forms a separate contract between the parties governed by and shall be subject only to the terms of this Agreement. 4.4 the Agreement and no other terms provided or offered by either Party shall apply. Each Statement of Work shallshall incorporate the terms of the Agreement and the terms of the Agreement can only be changed in respect of that Statement of Work if the changes are expressly set out in such Statement of Work as “Special Conditions”. Other than stated in this Clause 4.3, the terms of the Agreement and a Statement of Work can only be varied by the Change Control Procedure and in accordance with Clause 31 (Variation). 4.4 In respect of each Proposal, the Authority may provide verbal or written feedback to the PSP based on its observations. 4.5 Before entering into each Statement of Work, the PSP agrees that: (a) come 4.5.1 it has had a reasonable opportunity to carry out a due diligence exercise in relation to the Services, the Statement of Requirements and any materials, systems, other resources or premises made available by the Authority for the supply of the Services and Goods; 4.5.2 it has asked the Authority the questions it considers to be relevant for the purpose of establishing whether it is able to supply the Services and Goods, and has received back adequate responses to those questions; 4.5.3 it has entered into existence the Statement of Work in reliance on its own due diligence; and 4.5.4 it is satisfied with the commencement date accuracy and sufficiency of the Charges set out in the applicable Statement of Work or when Work. 4.6 Subject to the Supplier starts to provide Services requested by the Customer (whichever is earlier); and (b) unless terminated earlier in accordance with the express terms of this Agreement, the PSP agrees that: 4.6.1 it is not entitled to recover, over and above the Charges, any costs or fees from the Authority which arises from a failure to carry out due diligence in accordance with Clause 4.5 or relief from its obligation under the Agreement, as a result of its failure to carry out such due diligence; and 4.6.2 the Authority provides no warranty or representation as to the accuracy or completeness of the information provided to the PSP for the performance of its due diligence under Clause 4.5. 4.7 PSP shall notify the Authority if it becomes aware that it (ior its Approved Subcontractor) where will be unable to: 4.7.1 complete any part of the Services or complete any Milestone by its Milestone Date under the relevant Statement of Work; or 4.7.2 deliver the Goods by the agreed Delivery Date. 4.8 On termination or expiry of this Agreement, the Parties shall not be permitted to enter into a new Statement of Work specifies that the Services are not renewable, the but each existing Statement of Work shall continue for the Initial Period or where no such Initial Period is specified until the Services have been delivered by Supplier and SoW Charges for the same have been received; and (ii) where the Statement of Work specifies that the Services are renewable, the Statement of Work shall automatically renew for successive periods equivalent to the duration of the Initial Period (each a “Renewal Period”) and shall continue to do so until the Customer notifies the Supplier of its intention to terminate the Services at least 30 days prior to the end of the Initial Period or then current Renewal Period (as Term. In such case, the case may be) in relevant terms of this Agreement which case the are necessary to give effect to such Statement of Work shall automatically expire at the end of the Initial Period or then current Renewal Period (as the case may be)remain in full legal force and effect.

Statements of Work. 4.1 3.1 Each Statement of Work shall be agreed in the following manner: (a) 3.1.1 the Customer shall request the Services from ask the Supplier to provide any or all of the Available Services and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work.Work for the Available Services requested; (b) Following 3.1.2 following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable either: (i) 3.1.2.1 inform the Customer that it declines to provide the requested ServiceAvailable Services; or (ii) 3.1.2.2 provide the Customer with a draft Statement of WorkWork based on the information provided in accordance with clause 3.1.1. (c) 3.1.3 if the Supplier provides the Customer with a draft Statement of Work pursuant to clause 4.1 (b)(ii)3.1.2.2, the Supplier and the Customer shall discuss and agree that draft Statement of Work; and (d) both parties . The Supplier shall sign the draft Statement not hold any liability for incorrect Statements of Work when it is agreedwhich are based on inaccurate information provided by the Customer. 4.2 3.2 Unless otherwise agreed, the SoW Charges shall be calculated in accordance with the Reference Charges. 3.3 The Supplier may charge for the preparation of Statements of Work on a time and materials basis in accordance with the Supplier's daily fee rates. 3.4 Once a Statement of Work has been agreed and signed in accordance with clause 4.1(d)signed, no amendment shall be made to it except in accordance with clause 12 7 (Change control) or clause 2317 (Variation). 4.3 3.5 Each Statement of Work entered into forms may only be cancelled in accordance with any terms relating to cancellation contained within that Statement of Work, or with the Supplier’s prior written consent. Cancellation charges may be charged in the event of cancellation of a Statement of Work which shall correspond to the value of the Reference Charges due to cover the amount of work carried until the date of cancellation, plus any reasonable expenses incurred. 3.6 Where the Available Services performed in connection with a Project contain support, maintenance and ongoing development services, these shall be agreed under a separate contract between the parties governed by and subject to the terms Statement of this AgreementWork. 4.4 3.7 Each Statement of Work shall: (a) come into existence on the commencement date set out in the applicable Statement of Work or when the Supplier starts to provide Services requested by the Customer (whichever is earlier); and (b) unless terminated earlier in accordance with the terms shall be part of this Agreement: (i) where the Statement of Work specifies that the Services are not renewable, the Statement of Work shall continue for the Initial Period or where no such Initial Period is specified until the Services have been delivered by Supplier and SoW Charges for the same have been received; and (ii) where the Statement of Work specifies that the Services are renewable, the Statement of Work shall automatically renew for successive periods equivalent to the duration of the Initial Period (each a “Renewal Period”) agreement and shall continue not form a separate contract to do so until the Customer notifies the Supplier of its intention to terminate the Services at least 30 days prior to the end of the Initial Period or then current Renewal Period (as the case may be) in which case the Statement of Work shall automatically expire at the end of the Initial Period or then current Renewal Period (as the case may be)it.

Statements of Work. 4.1 Each Statement of Work shall be agreed in the following manner: (a) the 4.1. The Customer shall request ask APPtechnology to provide any or all of the Services from the Supplier and provide the Supplier APPtechnology with as much information as the Supplier APPtechnology reasonably requests in order to prepare a draft Statement of WorkWork for the Services requested. (b) 4.2. Following receipt of the information requested from the Customer the Supplier Customer, APPtechnology shall, as soon as reasonably practicable either: (i) 4.3. inform the Customer that it declines to provide the requested ServiceServices; or (ii) 4.4. provide the Customer with a draft Statement of Work. (c) 4.5. if the Supplier APPtechnology provides the Customer with a draft Statement of Work pursuant to clause 4.1 (b)(ii), the Supplier 4 APPtechnology and the Customer shall discuss and agree that draft Statement of Work; and (d) and both parties shall sign the draft Statement of Work when it is agreed; 4.6. APPtechnology may charge for the preparation of Statements of Work on a time and materials basis in accordance with APPtechnology's daily fee rates as set a Statement of Work. 4.2 4.7. A Statement of Work shall come into being upon the Customer and APPtechnology signing a Statement of Work and shall continue until terminated. Each Statement of Work shall specify a 'Start Date' being the date upon which the Services the subject of a Statement of Work shall commence and a 'Target Completion Date' being the date on which the Services shall be completed. 4.8. A Statement of Work will terminate upon the earlier of: 4.9. completion of the Services relating to that Statement of Work to the Customer's reasonable satisfaction; 4.10. termination of this Agreement; 4.11. termination of that Statement of Work pursuant to a notice given in relation to that Statement of Work as provided by this Agreement; or 4.12. by either party notifying the other in writing by giving the period of notice specified in a Statement of Work. 4.13. A Statement of Work may be extended for such periods as are necessary to complete the Services by the parties signing a new Statement of Work and the provisions of this Agreement shall apply to the new Statement of Work. 4.14. Once a Statement of Work has been agreed and signed in accordance with clause 4.1(d)4, no amendment shall be made to it except in accordance with clause 12 8 (Change control) or clause 2320 (Variation). 4.3 4.15. Each Statement of Work entered into forms shall be part of this Agreement and shall not form a separate contract between the parties governed by and subject to the terms of this Agreementit. 4.4 Each Statement of Work shall: (a) come into existence on the commencement date set out in the applicable Statement of Work or when the Supplier starts to provide Services requested by the Customer (whichever is earlier); and (b) unless terminated earlier in accordance with the terms of this Agreement: (i) where the Statement of Work specifies that the Services are not renewable, the Statement of Work shall continue for the Initial Period or where no such Initial Period is specified until the Services have been delivered by Supplier and SoW Charges for the same have been received; and (ii) where the Statement of Work specifies that the Services are renewable, the Statement of Work shall automatically renew for successive periods equivalent to the duration of the Initial Period (each a “Renewal Period”) and shall continue to do so until the Customer notifies the Supplier of its intention to terminate the Services at least 30 days prior to the end of the Initial Period or then current Renewal Period (as the case may be) in which case the Statement of Work shall automatically expire at the end of the Initial Period or then current Renewal Period (as the case may be).