A statement of work drafted under the law of New York. Below: what it is usually called here, what the legislation says, and the governing-law clause this draft prints.
What is a statement of work called in New York?
In New York this is usually called a statement of work (SOW).
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What changes under the law of New York?
New York law is often chosen for master services agreements, and each SOW then inherits it. New York's ESRA, not UETA, governs electronic signatures in the state.
Under the federal ESIGN Act, a signature, contract or other record relating to a transaction in interstate or foreign commerce may not be denied legal effect, validity or enforceability solely because it is in electronic form.
In New York, an electronic signature has the same validity and effect as a signature affixed by hand. New York has not enacted UETA; it uses its Electronic Signatures and Records Act.
This agreement is governed by the laws of the State of New York. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of New York.
In Plain English: if there is a dispute, the law of New York decides what the contract means, and the named courts hear it. It does not say this is the right choice for you; that depends on where the parties are and what they agree.
The other clauses, in Plain English
Legal wording · example
1Fees
The Client shall pay the Fees in the instalments set out in the Milestone Schedule, each within [14] days of the invoice date.
In Plain English
You get paid in stages as milestones are hit, with each invoice due within the days you agree.
This SOW is governed by the Master Services Agreement dated [date]. If they conflict, the Master Services Agreement prevails unless this SOW expressly says otherwise.
In Plain English
The main agreement's terms win, unless this SOW clearly says it is changing them for this project.
Yes. New York State Technology Law s.304(2) gives an electronic signature the same validity and effect as a handwritten one, and federal ESIGN also applies.
Does New York use UETA?
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No. New York has its own Electronic Signatures and Records Act (ESRA).
Does a SOW need its own governing-law clause?
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Usually not, if it sits under an MSA that already names New York law. A SOW that stands alone usually includes one.