# Statement of Work

## Standard Tier — Private AI Deployment

---

| | |
|---|---|
| **SOW Number:** | [SOW NUMBER] |
| **Date:** | [DATE] |
| **Client:** | [CLIENT NAME] |
| **Project:** | [PROJECT NAME] |
| **Client Contact:** | [KEY CONTACTS] |
| **Oction Contact:** | Brandon Gill, CEO |
| **Start Date:** | [START DATE] |
| **Completion Date:** | [COMPLETION DATE] |

---

## 1. Scope Overview

This Statement of Work defines the engagement between Oction Labs ("Oction") and [CLIENT NAME] ("Client") for the deployment of a private, on-premise AI system.

The scope includes installation of a sovereign AI deployment at a single site or primary location. The system ingests Client documents into an isolated knowledge base. Staff query the system and receive cited, retrieval-grounded answers from Client materials. No data leaves Client infrastructure. No third-party model dependency.

This SOW covers the initial build and deployment phases. Ongoing operation is addressed in Section 5 and the monthly retainer.

---

## 2. Deliverables

### 2.1 Discovery Phase (Weeks 1-2)

| Deliverable | Description | Acceptance Criteria |
|-------------|-------------|---------------------|
| Discovery Report | Documented findings from stakeholder interviews, source mapping, and infrastructure assessment | Client sign-off on confirmed scope and technical specifications |
| Data Classification Matrix | Access control design and document categorization structure | Approved by Client data owner or designated authority |
| Infrastructure Requirements | Hardware specifications and network requirements for deployment | Confirmed compatible with Client IT environment |

### 2.2 Build Phase (Weeks 3-8)

| Deliverable | Description | Acceptance Criteria |
|-------------|-------------|---------------------|
| System Installation | AI platform deployed on agreed infrastructure | System accessible on Client network; authentication functional |
| Knowledge Base Architecture | Document ingestion pipeline and storage configuration | Ingestion pipeline processes test document set successfully |
| Retrieval Engine | Configured search and retrieval system with accuracy tuning | 74% correct retrieval on Client validation query set |
| User Interface | Web interface for staff queries with citation display | UI accessible to designated user group; citations render correctly |
| Integration Connectors | Authentication integration with Client identity system | Users authenticate via Client SSO or credential system |

### 2.3 Deploy Phase (Weeks 9-10)

| Deliverable | Description | Acceptance Criteria |
|-------------|-------------|---------------------|
| UAT Protocol | User acceptance testing with sample queries | Client validates 20+ test queries; accuracy meets acceptance threshold |
| Staff Onboarding | Training sessions for end users and administrators | [SPECIFIC DELIVERABLES] staff members trained |
| Administrator Documentation | Technical documentation for system administration | Client IT staff confirm understanding of maintenance procedures |
| Production Cutover | Live deployment with knowledge base populated | System operational in production environment |

### 2.4 Acceptance Criteria — General

All deliverables are subject to Client review and acceptance. Client has 5 business days to review each deliverable and either accept or provide written feedback. Acceptance is deemed given if no written objection is received within the review period.

---

## 3. Timeline & Milestones

| Milestone | Duration | Target Completion |
|-----------|----------|-------------------|
| Project Kickoff | — | [START DATE] |
| Discovery Complete | 2 weeks | Week 2 |
| Build Phase Start | — | Week 3 |
| System Installation Complete | 2 weeks | Week 4 |
| Knowledge Base Populated | 2 weeks | Week 6 |
| Retrieval Tuning Complete | 2 weeks | Week 8 |
| User Acceptance Testing | 1 week | Week 9 |
| Production Deployment | 1 week | Week 10 |
| Project Complete | — | [COMPLETION DATE] |

The Build phase spans 6-8 weeks depending on document volume and integration complexity. Timeline assumes timely Client provision of access, materials, and feedback.

---

## 4. Client Responsibilities

Client shall:

**Documents and Data**
- Provide access to document repositories and data sources within 5 business days of request
- Deliver documents in agreed formats (PDF, DOCX, TXT, or as specified)
- Confirm data classification and access permissions
- Identify and make available subject matter experts for knowledge validation

**Staff Time**
- Allocate [SPECIFIC DELIVERABLES] hours of stakeholder time for Discovery interviews
- Provide 2-3 staff members for UAT participation
- Schedule administrator trainees for 4-hour training session
- Ensure end-user availability for onboarding sessions

**Decisions and Approvals**
- Designate a single point of contact for project communications
- Provide feedback on deliverables within 5 business days
- Approve scope changes via written Change Order
- Make go/no-go decisions at agreed milestone gates

**Infrastructure**
- Provision required hardware per specifications (or approve Oction procurement)
- Configure network access and firewall rules as specified
- Provide VPN or remote access for Oction technical staff if required
- Maintain backup systems for document repositories

---

## 5. Oction Responsibilities

Oction shall:

**Delivery**
- Deploy AI system meeting specifications in Section 2
- Configure system for cited, retrieval-grounded responses
- Achieve 74% accuracy on validation query set
- Deliver all documentation and training materials

**Support**
- Provide technical support during deployment and UAT
- Respond to critical issues within 24 hours during business days
- Monthly retainer includes: system monitoring, performance optimization, document re-ingestion, user support, and feature updates
- Quarterly business reviews to measure outcomes

**Training**
- Conduct up to 2 onboarding sessions for end users
- Provide administrator training for Client IT staff
- Deliver written documentation for system operation
- Knowledge transfer on ingestion pipeline management

**Compliance**
- Maintain Client data within Client infrastructure only
- Handle data per applicable privacy law (PIPEDA / GDPR as relevant)
- Provide audit trail of system access and queries
- Maintain confidentiality of all proprietary information

---

## 6. Change Order Process

Any modification to scope, timeline, or fees requires a written Change Order signed by both parties.

**Process:**
1. Either party may request changes via written notice
2. Oction provides impact assessment within 3 business days
3. Parties negotiate terms of Change Order
4. Work on changed scope begins only after signed Change Order

**Common Change Order triggers:**
- Additional departments or locations beyond single site
- Custom integration requirements beyond standard connectors
- Legacy data digitization exceeding 1 TB
- Additional expertise interviews beyond 2 persons
- Timeline compression requiring expedited delivery

Change Orders may adjust fees per standard rates: additional department $15,000; legacy digitization $5,000/TB; custom integration $250/hour; expertise interviews $2,000/person.

---

## 7. Payment Terms

**Total Fee:** $[TOTAL FEE] CAD

**Payment Schedule:**

| Milestone | Amount | Due Date |
|-----------|--------|----------|
| Deposit (50%) | $[DEPOSIT AMOUNT] | Upon execution of this SOW |
| Build Phase Complete | $[BUILD PAYMENT] | Upon completion of Build phase deliverables |
| Deployment Complete | $[FINAL PAYMENT] | Upon production deployment acceptance |

**Monthly Retainer:** $[MONTHLY RETAINER] CAD/month, beginning upon production deployment.

- All amounts in Canadian dollars
- Invoices due on receipt
- Late payments subject to 1.5% monthly service charge
- Work may be suspended for payments overdue by 30 days

---

## 8. Limitations & Exclusions

**What is NOT included in this SOW:**

**Data Preparation**
- Physical document scanning or OCR of paper records
- Manual data entry or transcription services
- Cleanup of corrupted or unreadable source files
- Data migration from proprietary formats requiring custom parsers

**Infrastructure**
- Hardware procurement (unless specified in Change Order)
- Network infrastructure upgrades
- Client-side backup or disaster recovery systems
- Integration with systems not specified in Section 2

**Scope Boundaries**
- Multi-site deployment (requires Enterprise tier or Change Order)
- Custom AI model training beyond retrieval tuning
- Integration with external APIs or cloud services
- Ongoing content creation or document authoring
- User support beyond the monthly retainer hours

**Liability Limits**
- Oction not liable for decisions made based on AI outputs
- Client retains final review authority for all generated content
- Oction not responsible for data loss on Client systems
- System availability dependent on Client infrastructure

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## 9. Signatures

This Statement of Work constitutes the entire agreement between the parties regarding the scope described herein. It supersedes all prior negotiations and agreements.

**Client:**

| | |
|---|---|
| Signature: | _________________________ |
| Name: | [KEY CONTACTS] |
| Title: | [CLIENT SIGNATORY TITLE] |
| Date: | [DATE] |

**Oction Labs:**

| | |
|---|---|
| Signature: | _________________________ |
| Name: | Brandon Gill |
| Title: | CEO |
| Date: | [DATE] |

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*eight agents. one organism.*