Free Statement of Work Template

STATEMENT OF WORK

E-commerce Platform Migration

This Statement of Work ("SOW") is entered into as of April 1, 2026 by and between:

NorthStar Retail Group, Inc., located at 1200 Market Street, Suite 400 San Francisco, CA 94103, represented by Jennifer Walsh ("Client"), and

Apex Digital Solutions LLC, located at 742 Innovation Drive, Suite 200 San Jose, CA 95134, represented by Marcus Chen ("Service Provider").

This SOW is issued under, and incorporates by reference, any master services agreement, consulting agreement, or framework agreement previously executed between the Parties covering the subject matter hereof (the "Master Agreement"). In the event of conflict between this SOW and the Master Agreement, the Master Agreement shall control unless this SOW expressly states that a specific term supersedes the Master Agreement. This SOW defines the scope of work, deliverables, timeline, and terms governing the E-Commerce Platform Migration project. The project will be executed on a fixed scope basis. To the extent the services involve the sale or delivery of "goods" within the meaning of UCC Article 2, those portions shall be governed by UCC Article 2 as enacted by the governing state; services and other non-goods components shall be governed by the common law of contracts, applying the predominant-purpose test of Bonebrake v. Cox, 499 F.2d 951 (8th Cir. 1974) to mixed-subject-matter disputes. Both Parties agree to perform their respective obligations in good faith and in accordance with the terms set forth herein.

Project Description: Complete migration of NorthStar's legacy e-commerce platform to a modern, scalable architecture. The project encompasses a full UX audit of the existing platform, design of new user interfaces, frontend and backend development, API integration with existing inventory and CRM systems, comprehensive testing, and production deployment..

Project Objectives:
Increase page load speed by 40% or more Improve mobile conversion rate by 25% Achieve 99.9% uptime SLA post-launch Full integration with existing ERP and CRM systems Complete migration with zero data loss

Service Provider shall deliver the following work products and deliverables to Client in connection with this SOW:

UX audit report with detailed recommendations Wireframes and interactive prototypes (Figma) Frontend development (React/Next.js) Backend API integration and middleware layer Comprehensive QA testing and bug resolution Production deployment and go-live support Post-launch documentation and training materials

All deliverables shall be provided in a format reasonably acceptable to Client and shall meet the quality standards and specifications described in this SOW.

The following items are explicitly excluded from the scope of this SOW. Any work outside the defined scope will require a separate agreement or change order:

Ongoing maintenance and support after 30-day post-launch period Third-party software licensing costs Content creation, copywriting, and photography SEO optimization and marketing campaigns Mobile native app development

This SOW is based on the following assumptions and dependencies. If any of these assumptions prove incorrect, the timeline, cost, and scope may need to be adjusted through the change management process:

Client will provide complete API documentation by Week 2 Staging environment will be available for development and testing Client team will be available for weekly status meetings Client will provide timely feedback within acceptance periods Existing inventory data is clean and ready for migration

The project shall follow a milestone-based approach with the following key milestones:

#	MILESTONE	TARGET DATE	DELIVERABLE
1	Discovery and Research	April 14, 2026	UX audit report and project plan
2	Design Phase	May 12, 2026	Wireframes, prototypes, and design system
3	Development Phase	July 7, 2026	Functional application with API integrations
4	Launch and Deployment	July 31, 2026	Production deployment and handover documentation

Schedule Notes: Two-week buffer included between Development and Launch phases for QA and bug fixes. Client feedback cycles are built into each milestone.

Milestone dates are estimates and may be adjusted by mutual written agreement. Delays caused by Client (e.g., late approvals, unavailability of resources) may result in corresponding schedule adjustments.

In consideration for the services and deliverables described in this SOW, Client shall compensate Service Provider as follows:

Fixed Price: Client shall pay Service Provider a total fixed fee of 85,000.00 USD for the complete performance of all work described in this SOW.

Payment Schedule: Payments shall be made Per milestone.

Invoicing: Service Provider shall submit detailed invoices monthly, itemizing services performed, hours worked (if applicable), and any reimbursable expenses. All invoices are due and payable within thirty (30) days of receipt unless otherwise specified. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

Expenses: Client shall reimburse Service Provider for reasonable, pre-approved, out-of-pocket expenses incurred in the performance of this SOW. Total reimbursable expenses shall not exceed 5,000.00 USD without prior written approval from Client. Service Provider shall provide receipts or other documentation for all expenses submitted for reimbursement.

Client shall have ten (10) business days following delivery of each deliverable to review and either accept or reject the deliverable in writing. For portions of any deliverable that constitute "goods" under UCC Article 2, acceptance and rejection shall also be governed by UCC Section 2-606 (acceptance of goods) and UCC Section 2-607(3)(a), which requires the buyer to give timely notice of any breach within a reasonable time after it is or should have been discovered, failing which the buyer is barred from any remedy.

Acceptance Criteria:
Meets all functional requirements outlined in this SOW Passes user acceptance testing (UAT) with no critical or high-severity bugs Achieves performance benchmarks (page load under 2 seconds) Successful integration testing with all third-party systems Accessibility compliance (WCAG 2.1 AA)

If Client does not respond within the acceptance period, the deliverable shall be deemed accepted. If Client rejects a deliverable, Client shall provide specific, written reasons for rejection. Service Provider shall have two (2) revision round(s) to address Client's feedback at no additional cost. Additional revision rounds beyond the included rounds may be subject to additional fees.

Change Order Process: Any changes to the scope, deliverables, timeline, or budget of this SOW must be documented through a written request via email or other documented communication. All such modifications shall constitute contract modifications under Restatement (Second) of Contracts Section 279 (substituted contract) and, where applicable to goods, UCC Section 2-209 (modification). For services procured under federal prime or subcontract arrangements, any change order shall also comply with the Federal Acquisition Regulation clause at 48 C.F.R. Section 52.243-1 (Changes – Fixed Price) or Section 52.243-3 (Changes – Time-and-Materials), as applicable, and equitable adjustments shall be requested within the timeframes required thereby.

Impact of Changes: Approved change orders may result in adjustments to both the project timeline and total cost. No work on any change request shall commence until the change order has been approved by both Parties.

Service Provider shall assess the impact of each proposed change and provide Client with a written estimate of additional time, cost, and resource requirements before work begins.

Each Party acknowledges that during the performance of this SOW, it may receive or have access to confidential and proprietary information of the other Party ("Confidential Information"). Each Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing Party; and (c) use Confidential Information solely for purposes of performing obligations under this SOW.

Confidential Information includes, but is not limited to, business plans, financial data, customer lists, trade secrets, technical data, marketing strategies, proprietary software, and any other information designated as confidential or that a reasonable person would understand to be confidential. Trade secrets shall receive the protections afforded under the federal Defend Trade Secrets Act of 2016, 18 U.S.C. Sections 1836-1839, and the Uniform Trade Secrets Act as enacted by the governing state.

DTSA Whistleblower Immunity Notice (18 U.S.C. Section 1833(b)): An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. This notice is provided as a condition for recovery of exemplary damages and attorneys' fees under 18 U.S.C. Section 1833(b)(3).

This confidentiality obligation shall survive the termination or expiration of this SOW for a period of two (2) years.

All work product, deliverables, inventions, discoveries, developments, improvements, and materials created by Service Provider in the performance of this SOW ("Work Product") shall be the sole and exclusive property of Client. Service Provider hereby irrevocably assigns to Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein.

To the extent permitted by applicable law, all copyrightable Work Product shall be considered "work made for hire" as defined under 17 U.S.C. Sections 101 and 201(b) of the United States Copyright Act. To the extent any Work Product does not qualify as work made for hire, Service Provider hereby irrevocably assigns to Client all rights therein and agrees to execute such further written instruments as may be required to perfect assignment pursuant to 17 U.S.C. Section 204(a) (writing requirement for copyright transfers) and 35 U.S.C. Section 261 (assignment of patents).

Either Party may terminate this SOW by providing thirty (30) days' written notice to the other Party.

Termination for Cause: Either Party may terminate this SOW immediately upon written notice if the other Party: (a) materially breaches any provision of this SOW and fails to cure such breach within fifteen (15) days of receiving written notice thereof; (b) becomes insolvent or files for bankruptcy; or (c) engages in any illegal or fraudulent activity.

Effect of Termination: Upon termination, Service Provider shall be compensated for all services satisfactorily performed and all pre-approved expenses incurred up to the effective date of termination. Service Provider shall promptly deliver all completed and in-progress work product to Client and return or destroy all Confidential Information in Service Provider's possession.

Limitation of Liability: Except for indemnification obligations, breaches of confidentiality, gross negligence, fraud, or willful misconduct, in no event shall either Party's aggregate liability arising out of or relating to this SOW exceed the total fees paid or payable hereunder, and in no event shall either Party be liable for indirect, incidental, special, consequential, or punitive damages. The foregoing shall not apply to liabilities that cannot lawfully be excluded or limited, as analyzed under the six-factor public-interest test of Tunkl v. Regents of the University of California, 60 Cal. 2d 92 (1963).

Federal Contracting Compliance (if applicable): If this SOW is performed under a federal prime contract or subcontract, the Parties shall comply with the Federal Acquisition Regulation (FAR), 48 C.F.R. Part 42 (contract administration) and related clauses. If the engagement constitutes a "defense" contract, the Defense Federal Acquisition Regulation Supplement (DFARS), 48 C.F.R. Chapter 2, shall also apply. For federal construction subcontracts, Service Provider shall comply with the Davis-Bacon Act, 40 U.S.C. Sections 3141-3148 (prevailing wage). For service contracts covered by the Service Contract Act, 41 U.S.C. Sections 6701-6707 (recodified from former 41 U.S.C. Sections 351-358), Service Provider shall comply with the applicable wage determinations and fringe-benefit requirements.

Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this SOW shall be resolved by Binding arbitration. Such arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the arbitration agreement shall be governed and enforced under the Federal Arbitration Act, 9 U.S.C. Sections 1-16. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

This SOW shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any legal action or proceeding arising under this SOW shall be brought exclusively in the courts located in the State of California, and the Parties hereby consent to personal jurisdiction and venue therein.

This Statement of Work, together with any attachments, exhibits, or referenced agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this SOW shall be valid unless made in writing and signed by authorized representatives of both Parties. If any provision of this SOW is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.