The contractual instrument binding the platform vendor to the scope, deliverables, acceptance criteria and milestone payments for the core system upgrade. Executed under the governing master agreement and written against the baselined Business Requirements Document. This is the client-side view: the Client is buying a delivery, and this document is what protects that purchase.
$1,850,000
Total SOW value
7
Milestone payments
9
Vendor deliverables
Fixed
Price basis
90 days
Warranty period
1 · Document Control & Parties
| SOW reference | SOW-001 — Core Platform Upgrade |
| Governing agreement | Master Services Agreement between the Client and the Vendor |
| Client | The health plan operating the Enrollment & Claims platform ("Client") |
| Vendor | The incumbent platform software vendor ("Vendor") |
| Client SOW owner | W. Donnelly — Vendor / Procurement Manager |
| Client technical authority | J. Albert — Solution Architect |
| Client program authority | C. Tyrrell — Program Manager |
| Term | From execution through warranty exit at program closeout, 02 Nov 2027 |
| Pricing basis | Fixed price, milestone-linked |
2 · Background & Purpose
The Client operates an enrollment and claims platform supplied by the Vendor. The Vendor has announced end-of-support for the Client's current version. The Client is therefore undertaking a mandatory upgrade to a supported version, together with conversion of historical data and re-establishment of six downstream integrations.
This SOW engages the Vendor to deliver the core platform upgrade and associated implementation services. Integration development, data conversion execution, testing and business change are performed by the Client's own program team and are not Vendor scope.
Why the scope boundary is drawn here. The Client retains integration build, conversion and testing deliberately. Those activities depend on knowledge of the Client's own downstream systems and business rules, and outsourcing them would transfer that knowledge out of the organization at exactly the moment it is being rebuilt. The Vendor is engaged for what only the Vendor can do: deliver and support its own platform.
3 · Definitions
| Term | Meaning in this SOW |
|---|---|
| Acceptance | Written confirmation by the Client that a Deliverable meets its stated Acceptance Criteria |
| Acceptance Criteria | The objective, testable conditions stated against each Deliverable in Section 5 |
| Deliverable | An item the Vendor is contractually obliged to produce under Section 5 |
| Go-Live | The point at which the upgraded platform becomes the Client's system of record in production |
| Warranty Period | The 90 calendar days following Go-Live during which the Vendor remediates Defects at no additional charge |
| Defect | A failure of delivered scope to perform in accordance with its specification, as distinct from a request for new or changed functionality |
| Client Dependency | An obligation of the Client under Section 6 on which Vendor performance depends |
4 · Scope of Services
4.1 In scope — Vendor delivered
- Supply and licensing of the supported target platform version.
- Upgrade planning, including a documented upgrade approach and technical prerequisites.
- Execution of the platform upgrade in Client environments (development, test, staging and production).
- Configuration support to establish plan, benefit and business-rule configuration equivalent to the Client's current production configuration.
- Technical guidance to Client integration developers on platform interfaces and APIs.
- Support to Client-executed data conversion, including guidance on target data structures and load mechanisms.
- Defect remediation during build, test and the Warranty Period.
- Technical documentation and knowledge transfer to Client IT Operations.
- Support to Client cutover execution.
4.2 Out of scope
- Development of the six downstream integrations — performed by the Client.
- Execution of data conversion and reconciliation — performed by the Client (Vendor provides guidance only).
- Client-side testing, UAT and test data preparation.
- Business process change, training delivery and organizational change management.
- Decommissioning of the legacy environment.
- Run-state production support after the Warranty Period, which is governed by the separate support agreement.
- Any new business capability not present in the Client's current production configuration.
Section 4.2 is doing more work than Section 4.1. On a vendor-delivered upgrade the disputes are rarely about what the vendor agreed to do; they are about what the client assumed was included. Writing the exclusions explicitly — particularly conversion execution, testing and training — is what prevents an assumption becoming a change order in month nine.
5 · Deliverables & Acceptance Criteria
| ID | Deliverable | Acceptance criteria | Due |
|---|---|---|---|
| D-01 | Upgrade Approach & Technical Prerequisites | Documents target version, upgrade method, environment and infrastructure prerequisites, and confirms no change to the underlying database platform (assumption A-003); reviewed and accepted by the Client Solution Architect | Dec 2026 |
| D-02 | Licensed Target Platform Version | Licensed software delivered and installable in Client environments; license terms confirmed in writing | Dec 2026 |
| D-03 | Non-Production Environments Upgraded | Development, test and staging environments upgraded and demonstrably operational; provisioned with production-representative data volume | Dec 2026 |
| D-04 | Configuration Baseline | Plan, benefit and business-rule configuration established and demonstrated to produce outcomes equivalent to current production for an agreed scenario set | Jan 2027 |
| D-05 | Platform Interface Documentation | API and interface documentation sufficient for Client developers to build the six integrations without further Vendor clarification | Jan 2027 |
| D-06 | Conversion Target Structure Guidance | Target data structures, load mechanisms and constraints documented; accepted by the Client Data Architect | Feb 2027 |
| D-07 | Production Environment Upgraded | Production environment upgraded and validated; rollback procedure documented and rehearsed | Aug 2027 |
| D-08 | Technical Documentation & Knowledge Transfer | Operational documentation and runbooks delivered; knowledge transfer sessions completed and accepted by Client IT Operations | Sep 2027 |
| D-09 | Warranty Exit Report | All Warranty Period Defects resolved or formally dispositioned; open items agreed in writing | Nov 2027 |
5.1 Acceptance process
- The Vendor submits a Deliverable with written reference to its Acceptance Criteria.
- The Client has ten (10) business days to accept or reject. The review period commences on receipt of a complete submission.
- Rejection shall cite the specific Acceptance Criterion not met. A Deliverable shall not be rejected on grounds outside its stated criteria.
- The Vendor shall remediate and resubmit within an agreed period; the review period recommences.
- A Deliverable rejected twice on the same criterion escalates under Section 12.
- A Deliverable not accepted or rejected within the review period is deemed accepted.
Deemed acceptance cuts both ways, deliberately. The clause protects the Vendor from indefinite Client silence, and it disciplines the Client into actually reviewing on schedule. Its presence is what makes the ten-day review period meaningful rather than aspirational — and it is why Client review capacity is a tracked dependency in Section 6 rather than an assumption.
6 · Client Responsibilities & Dependencies
Vendor performance is conditional on the Client meeting the following. Failure of a Client Dependency does not entitle the Vendor to additional payment except through an approved Change Order under Section 9, but may entitle the Vendor to a schedule adjustment.
| ID | Client dependency | Client owner | Timing |
|---|---|---|---|
| C-01 | Provide environments and infrastructure meeting the Vendor's documented prerequisites | M. Alvarez | Per D-01 prerequisites |
| C-02 | Provide the baselined Business Requirements Document as the configuration basis | F. Jones | 03 Nov 2026 |
| C-03 | Make named decision-makers available for configuration decisions | C. Tyrrell | Throughout |
| C-04 | Review and accept or reject Deliverables within the ten-business-day period | J. Albert | Per submission |
| C-05 | Provide de-identified data of production-representative volume for non-production environments | T. McCormick | Before D-03 acceptance |
| C-06 | Execute data conversion, reconciliation and all testing | T. McCormick / R. Whitfield | Per program schedule |
| C-07 | Provide access and security clearance for Vendor personnel | M. Alvarez | At mobilization |
| C-08 | Execute cutover, with Vendor in support | C. Tyrrell | 24 Aug 2027 |
C-05 exists because of what already happened. Issue I-002 recorded that the initial Vendor-provided test environment lacked production-representative data volume, delaying early integration testing. The obligation now sits on both sides and is stated in terms of fitness for testing, not merely provision — an environment that exists but cannot support meaningful testing satisfies neither party's intent.
7 · Fees & Payment Schedule
Total fixed price: $1,850,000, inclusive of license and implementation services, payable against the milestones below. Payment is due thirty (30) days following Client Acceptance of the associated Deliverable — not on submission.
| # | Payment milestone | Linked deliverable | % | Amount |
|---|---|---|---|---|
| 1 | SOW execution and mobilization | — | 10% | $185,000 |
| 2 | Upgrade approach accepted; licensed software delivered | D-01, D-02 | 15% | $277,500 |
| 3 | System Upgrade Validated milestone (05 Jan 2027) | D-03, D-04 | 25% | $462,500 |
| 4 | Integration Build Complete milestone (11 May 2027) | D-05, D-06 | 20% | $370,000 |
| 5 | Testing Complete / UAT Sign-off (10 Aug 2027) | — | 15% | $277,500 |
| 6 | Go-Live (24 Aug 2027) | D-07 | 10% | $185,000 |
| 7 | Warranty exit and closeout (02 Nov 2027) | D-08, D-09 | 5% | $92,500 |
| Total | 100% | $1,850,000 |
The retention is the point of milestone 7. Five per cent held until warranty exit is small in absolute terms and disproportionately effective: it keeps the Vendor commercially engaged through the period when defects actually surface. A payment schedule that fully discharges at Go-Live removes the Vendor's incentive at precisely the moment the Client needs it most.
This SOW value reconciles to the Project Budget line "Platform Upgrade — Vendor License & Implementation" ($1,850,000). Integration middleware is procured under a separate SOW ($620,000) and is not covered by this instrument.
8 · Key Personnel & Service Levels
8.1 Key personnel
The Vendor shall nominate an Engagement Manager and a Lead Technical Consultant as Key Personnel. The Vendor shall not substitute Key Personnel without fifteen (15) business days' written notice and shall provide a replacement of equivalent or greater experience, with a handover period at no cost to the Client.
8.2 Defect response service levels
| Severity | Definition | Response | Resolution target |
|---|---|---|---|
| Critical | Production unavailable, data loss or corruption, or incorrect financial transaction | 1 hour | Continuous effort until resolved |
| High | Core business function unusable with no workaround | 4 business hours | 2 business days |
| Medium | Function impaired with an acceptable workaround | 1 business day | Next scheduled release |
| Low | Cosmetic or minor | 3 business days | By agreement |
8.3 Performance measures
| Measure | Target |
|---|---|
| Deliverable submitted by due date | ≥ 95% |
| Deliverable accepted on first submission | ≥ 90% |
| Critical and High Defects resolved within SLA | 100% |
| Key Personnel substituted without notice | Zero |
9 · Change Orders
- Any change to scope, Deliverables, Acceptance Criteria, schedule or fees requires a written Change Order signed by both parties before the affected work commences.
- The Vendor shall not perform unpriced work in anticipation of a Change Order, and the Client shall not be liable for work so performed.
- Change Orders are assessed by the Client through its change control process; a change altering business need requires a corresponding BRD change first.
- Where a Client Dependency failure causes Vendor delay, the parties shall agree a schedule adjustment; additional fees apply only where the Vendor demonstrates incremental cost.
10 · Warranty
- The Vendor warrants that delivered scope will perform in accordance with its specification for 90 calendar days following Go-Live.
- Defects reported during the Warranty Period shall be remediated at no additional charge, to the service levels in Section 8.2.
- Attribution: whether an item is a Defect (Vendor remediates) or a change (Client pays) is determined against the Deliverable's Acceptance Criteria and the baselined BRD. Disputed items escalate under Section 12 and are classified as they arise, not batched to warranty exit.
- Defects unresolved at warranty exit shall be recorded in the Warranty Exit Report (D-09) with an agreed remediation path; warranty exit does not extinguish an unresolved Defect.
Clause 10.3 settles the predictable argument in advance. Every warranty period produces the same dispute: is this a defect you fix, or a change I pay for? Agreeing the classification basis at signature — when neither party knows which side of it they will be on — is worth more than any amount of goodwill negotiated later, when the answer has become financially consequential to someone.
11 · Data Protection, Confidentiality & Intellectual Property
| Protected health information | Where the Vendor accesses PHI, the executed Business Associate Agreement governs. The Vendor shall access PHI only as necessary to perform this SOW. |
| Data location | Client data shall not be transferred outside agreed jurisdictions without prior written Client consent. |
| Security | Vendor personnel are subject to Client access control and security requirements; access is revoked on personnel change or SOW completion. |
| Confidentiality | Each party protects the other's confidential information under the Master Services Agreement. |
| Intellectual property | The Vendor retains ownership of its platform and pre-existing materials. The Client owns its data, its configuration, and materials created specifically for the Client under this SOW. |
| Client configuration | Configuration developed for the Client is licensed to the Client perpetually and irrevocably for its own use, surviving termination. |
12 · Governance & Escalation
| Tier | Trigger | Client | Vendor | Timeframe |
|---|---|---|---|---|
| 1 | Working-level issue or technical question | M. Alvarez | Lead Technical Consultant | Same day |
| 2 | Deliverable rejected twice, or dependency failure | W. Donnelly + J. Albert | Engagement Manager | 3 business days |
| 3 | Schedule, scope or fee impact | C. Tyrrell | Account Executive | 5 business days |
| 4 | Go-Live at risk or material breach | Executive Sponsor | Vendor senior leadership | Immediate |
Governance cadence, performance scorecard and dependency register are operated under the Vendor Management Plan.
13 · Termination & Transition Assistance
- Either party may terminate for material breach not remedied within thirty (30) days of written notice.
- The Client may terminate for convenience on sixty (60) days' written notice, paying for Deliverables accepted and work performed to the termination date.
- On termination or expiry the Vendor shall provide transition assistance for up to ninety (90) days, including delivery of Client data in an agreed format, documentation of configuration as implemented, and knowledge transfer to the Client or its nominee.
- Transition assistance obligations survive termination.
Clause 13.3 is negotiated now because it cannot be negotiated later. Transition assistance is the term a client has least leverage to obtain at the moment it is needed — by then the relationship has usually deteriorated, and the vendor has no commercial incentive to help. On a program with a single-source dependency and no practical alternative supplier, securing it at signature is one of the few structural protections available.
14 · Order of Precedence
In the event of conflict, the following order applies:
- The Master Services Agreement
- The Business Associate Agreement (in respect of protected health information)
- Executed Change Orders, most recent first
- This Statement of Work
- The baselined Business Requirements Document
- Vendor proposals and correspondence
15 · Approval
For the Client
Signature
Name — W. Donnelly, Vendor / Procurement Manager
Date
For the Vendor
Signature
Name — Authorized Representative
Date
| Client internal approval | Name | Basis |
|---|---|---|
| Program Manager | C. Tyrrell | Scope, schedule and budget alignment |
| Solution Architect | J. Albert | Technical scope and acceptance criteria |
| Internal Audit / SOX | G. Fenwick | Control implications of vendor access |
| Executive Sponsor | — | Commercial commitment |
Governing relationship. This SOW is executed under the Master Services Agreement and derives its scope from the baselined Business Requirements Document. It is administered under the Vendor Management Plan; changes route through the Change Control Log as priced Change Orders. Vendor-delivered functionality is verified under the Test & Quality Strategy.