1 Background & Objectives

1.1 Business Context

[Describe the client's business challenge, current pain points, and what they need solved. Example: "Client operates 15 gas processing plants across central Alberta and currently relies on manual inspection reports and disconnected spreadsheets to monitor equipment health. Client needs a unified intelligent dashboard that predicts maintenance needs, prioritizes critical alerts, and provides real-time operational visibility across all facilities."]

1.2 Project Objectives

1. [Objective 1 — e.g., "Deploy a unified operations dashboard integrating data from all 15 plants"]
2. [Objective 2 — e.g., "Implement predictive maintenance alerting using ON's Neural Engine"]
3. [Objective 3 — e.g., "Reduce unplanned downtime by 30% within six months of deployment"]

1.3 Success Criteria

This project shall be considered successful upon achievement of all Acceptance Criteria set out in Section 5, as confirmed by Client's written acceptance of each Milestone deliverable.

2 Scope of Services

2.1 In Scope

2.2 Out of Scope

The following are expressly excluded from this SOW. If Client requires any of the following, they must be addressed in a separate SOW or Change Order:

• [Hardware procurement or installation at client sites]
• [Modification of client's existing ERP/SCADA/legacy systems]
• [Third-party software licensing fees]
• [Data entry, migration, or cleansing of historical records]
• Any ongoing support or maintenance beyond the warranty period (Section 7) — covered by the MSA and separate support SOW

3 Timeline & Milestones

Total Project Fee: $[TOTAL] CAD + applicable GST

Dates are estimates. Delays caused by Client (Section 6) shall extend timelines by an equivalent period. ON shall notify Client in writing of any delay exceeding five (5) Business Days, together with a proposed revised schedule.

4 Pricing & Payment

4.1 Fee Model

[Select one:]

• ☐ Fixed Fee: $[AMOUNT] CAD for the complete scope as described in Section 2
• ☐ Time & Materials: $[RATE] CAD per hour, with a not-to-exceed cap of $[CAP] CAD
• ☐ Monthly Retainer + Platform License: $[AMOUNT] CAD per month for [TERM] months

4.2 Payment Schedule

Milestone payments are invoiced upon delivery of Milestone deliverables and are due Net 30. Late payment terms per MSA Section 3.3 (1.5% per month).

4.3 Ongoing Platform Fee

Following Go-Live (M4), Client shall pay a monthly platform fee of $[AMOUNT] CAD for the Neural Engine license, hosting, monitoring, and standard support, as further described in the MSA. This platform fee is in addition to the project fee and begins on the first day of the month following Go-Live.

4.4 Change Orders

Any scope changes after SOW execution require a written Change Order signed by both parties. Change Orders shall specify: (a) description of changed scope; (b) impact on timeline; (c) impact on fees; (d) acknowledgement that the change does not modify the MSA. ON shall provide a Change Order estimate within five (5) Business Days of the request.

5 Acceptance Criteria & Testing

5.1 Acceptance Process

1. Upon completion of each Milestone, ON shall deliver the applicable deliverables and provide written notice of completion.
2. Client shall review and test the deliverables within ten (10) Business Days of delivery (the "Review Period").
3. If Client identifies deficiencies that constitute a failure to meet the Acceptance Criteria below, Client shall provide written notice with specific, detailed descriptions of each deficiency within the Review Period.
4. ON shall correct identified deficiencies within ten (10) Business Days and redeliver for review.
5. If Client fails to provide acceptance or rejection within the Review Period, the Milestone shall be deemed accepted.

5.2 Acceptance Criteria

6 Client Responsibilities

Client shall:

1. Designate a Project Leader empowered to make decisions, approve deliverables, and provide timely feedback;
2. Provide ON with timely access to Client systems, data sources, APIs, and personnel as required;
3. Provide all necessary data in machine-readable format (CSV, JSON, API access) within the timeframes specified in the project plan;
4. Review and respond to ON deliverables within the Review Periods specified in Section 5;
5. Ensure that Client's IT infrastructure meets ON's specified minimum system requirements;
6. Obtain all necessary internal approvals and authorizations (including any required under the Freedom of Information and Protection of Privacy Act, R.S.A. 2000, c. F-25, if Client is a public body);
7. Not interfere with ON's performance of the Services.

Delay by Client: If Client fails to meet any obligation under this Section 6 and such failure delays ON's performance, the project timeline shall be extended by the duration of the delay, and ON may invoice Client for idle resources at its then-current hourly rate.

7 Warranty Period

Following Go-Live acceptance, ON shall provide a sixty (60) day warranty period during which ON will fix, at no additional charge, any defects in the deliverables that constitute a failure to meet the Acceptance Criteria (Section 5.2). The warranty covers:

• Software bugs and functional defects
• Data integration errors attributable to ON's work
• Performance degradation below the criteria in Section 5.2

The warranty does not cover: (a) issues arising from Client's modifications; (b) changes in Client's data formats or source systems; (c) third-party system failures outside ON's control; (d) issues arising from Client's failure to follow ON's documented usage guidelines.

8 Assumptions & Dependencies

8.1 Assumptions

1. Client data is available and accessible via API or secure file transfer from the start of the project
2. Client will provide a staging/testing environment within Client's network
3. All work will be performed remotely unless on-site visits are mutually agreed and separately quoted
4. ON's standard technology stack is acceptable (Python, JavaScript/TypeScript, GCP/Firebase)
5. This SOW is governed by the MSA. Capitalized terms not defined herein have the meanings given in the MSA.