workday.
Agreement #298892 — Confidential
STATEMENT OF WORK
Appendix 1
SOW Terms
1. General. Customer and Workday have executed
this Statement of Work (including the Attachments, this
“SOW?”) as of the SOW Effective Date. Upon execution,
this SOW is appended to and governed by the PSA
between Customer and Workday. In the event of a
conflict between the terms of this SOW and the terms
of the PSA, the terms of this SOW shall prevail with
respect to the subject matter hereof. Except as
specifically provided otherwise herein, this SOW is non-
cancelable and non-refundable.
2. Professional Services and Scope. This SOW
describes the Professional Services that Workday shall
perform for Customer, as well as any Deliverables,
Project milestones, estimated duration, _ pricing,
methodology, and/or payment schedules applicable to
the Project. Any Professional Services, Deliverable,
feature, or functionality not expressly identified in this
SOW falls outside the scope of this SOW or the Project.
If Customer wishes to secure additional Professional
Services not included in the scope of this SOW; change
the Professional Services, scope, or responsibilities of
the Project; or for other reasons as may be set forth in
the applicable SOW, Workday shall provide a separate
statement of work for additional services or a Change
Order to this SOW. Workday shall have no obligation
to perform additional services or provide deliverables
that are not described in this SOW unless and until an
acceptable Change Order and/or separate statement of
work is executed by both parties. Upon execution, any
Change Order is incorporated into this SOW.
3. Issue Escalation and Delays. To help avoid
Project delays, the parties are jointly responsible for
escalating and resolving issues. The parties shall work
to resolve issues in a reasonable and good faith manner
to minimize impacts to the Project’s timeline and costs.
The Project team shall escalate any issues that it
cannot rectify to the Customer Project Manager and the
Workday Engagement Manager. This section shall not
prevent or delay either party from pursuing any other
remedies available to such party.
4. Certain Customer Defaults. If Customer
repeatedly fails to perform its obligations under the PSA
or this SOW resulting in the inability of Workday to meet
its obligations and time frame commitments hereunder,
or it is determined that the information provided by
Customer, or lack thereof, to Workday is materially
inaccurate or incomplete (either, a “Customer
Default”), then in addition to any other rights or
©2021 Workday, Inc.
SOW — Your Way Deployment (Workday Adaptive Planning) v21.8
remedies available to it has under this SOW, the PSA,
at law, or in equity, and without liability to Customer,
Workday has the right to suspend its performance of
Professional Services or terminate this SOW on fifteen
(15) days’ notice. Within the notice period, the parties
may elect (but shall not be required) to negotiate in
good faith and execute a separate statement of work or
a Change Order to this SOW covering any additional
Professional Services that Workday is reasonably
required to perform as a result of any Customer Default;
provided, however, that (i) Workday has the right to
proceed with the suspension or termination if the parties
do not execute a separate statement of work or a
Change Order within the mutually agreed period, and
(ii) Workday shall not be required to negotiate or
execute a separate statement of work or a Change
Order more than one time.
5. Termination.
5.1 [reserved]
5.2 Unless either party terminates this SOW in
accordance with the PSA or the terms hereof, this SOW
automatically terminates upon the earlier of: (i)
completion of the Professional Services performed
hereunder, (ii) the termination of the PSA, or (iii) the end
of a fixed term, if any, set forth in this SOW.
Notwithstanding any other provision to the contrary,
termination or breach of this SOW hereunder by either
party for any reason shall not terminate nor give that
party the right to terminate the MSA or any Order Forms
thereto.
5.3 Upon termination, to the extent that Workday has
partially completed a milestone or Deliverable for which
completion is required to receive payment, Customer
shall pay to Workday a pro rata portion of the relevant
milestone or Deliverable payment based on
Professional Services performed by Workday up to the
effective date of termination, as a percentage of the
total Professional Services required to perform the
entire milestone or Deliverable, as well as any other
expenses that Workday is not able to reasonably
mitigate. Upon receipt of Customer's payment,
Workday shall provide to Customer any _ partially-
completed Deliverables in the form they exist as of the
effective date of termination on an “as-is” basis, without
warranty or further Workday obligation of any kind.
Workday shall refund Customer any excess prepaid
fees for the affected Professional Services that were not
performed prior to the effective date of termination.
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