# Statement of Work

# OpenClaw AI Operations Platform Setup

Contract Reference: QU-026-20 | Created: February 12, 2026 | Expires: February 26, 2026

## Parties

Service Provider
Jake Shore
MCP Engage
jake@localbosses.org
www.mcpengage.com
Client
Zack Lee
Solvr

## Project Overview

Project | OpenClaw AI Operations Platform Setup
Tier | White Glove (Enterprise)
Infrastructure | Client-provided (VPS or Mac mini, remote access)

Scope Summary: Full AI Operations Platform build including Work OS, Factory pipeline, three (3) AI agents (Dot, Rose, Miles), shared memory coordination layer, and MCP server integrations for: ClickUp, Notion, Google Workspace, Telegram, n8n, GoHighLevel, Google Ads, Postiz, Canva Pro, ElevenLabs, SE Ranking, Looker Studio, and Retell (13 integrations total). Includes AI-powered bots, memory system, sub-agent orchestration, and comprehensive documentation and training.

## Compensation

Description | Amount (USD)
--- | ---
Total Fixed Fee | $20,000.00
Project Kickoff Deposit (50% upfront, due on acceptance) | $10,000.00
Week 3 Milestone (25%) | $5,000.00
Project Completion (25%) | $5,000.00

Payment Terms: Payment due immediately upon invoice. See § 4 for full payment terms.

Post-Launch Retainer: $2,000/month ongoing support and optimization is available under a separate agreement.
Refund Policy: Refunds are generally not provided except in cases of gross negligence by Vendor in performing the Services. Client acknowledges that Vendor commits significant time and resources upon project commencement.
Dispute Process: To request a refund, Client must submit a written dispute to jake@localbosses.org within seven (7) calendar days of the alleged issue, including: (a) a detailed description of the issue, (b) evidence of gross negligence, and (c) proposed resolution. Vendor will respond within five (5) business days.

## Timeline

Milestone | Target
--- | ---
Project Start | Within 2 business days of deposit
Project Completion | 6 weeks from start
Bi-Weekly Check-Ins | Tuesdays and Thursdays, 30 minutes

## Terms & Conditions

### 1. Services

MCP Engage ("Vendor") shall perform the following AI operations platform setup services (the "Services"): installation and configuration of OpenClaw (Clawdbot platform); three (3) AI agent configurations with custom personalities and workflow logic; thirteen (13) MCP server integrations (ClickUp, Notion, Google Workspace, Telegram, n8n, GoHighLevel, Google Ads, Postiz, Canva Pro, ElevenLabs, SE Ranking, Looker Studio, Retell); Work OS unified platform setup; Factory pipeline with sub-agent orchestration; shared memory coordination layer (SQLite); AI-powered bot configurations; environment setup with secure credential management; AI model configuration; and initial testing and validation. Any service not expressly listed is a Change (see § 5).

### 2. Deliverables

2.1 OpenClaw Installation. Fully installed and configured OpenClaw (Clawdbot) system on Client infrastructure via remote access.

2.2 AI Agent Team. Three (3) configured AI agents: Dot (CEO Assistant), Rose (Growth/Marketing), and Miles (Operations/Factory), each with custom personalities, system prompts, and tool assignments.

2.3 MCP Server Integrations. Custom MCP servers for: ClickUp, Notion, Google Workspace, Telegram, n8n, GoHighLevel, Google Ads, Postiz, Canva Pro, ElevenLabs, SE Ranking, Looker Studio, and Retell (13 integrations total).

2.4 Work OS. Unified platform connecting all tools through AI agents with shared context and coordination.

2.5 Factory Pipeline. One fully systemized production pipeline with sub-agent orchestration, quality gates, and human approval workflows.

2.6 Shared Memory System. SQLite coordination layer enabling cross-agent memory, task management, and privacy-scoped context sharing.

2.7 AI-Powered Bots. Client-facing chatbots and internal automation bots configured for Client's specific workflows.

2.8 Documentation & Training. Architecture guide, MCP server reference, agent playbooks, troubleshooting guide, and training sessions.

### 3. Review & Approval Process

3.1 Testing Phase. Vendor will provide Client with access to the configured system for testing and validation at each milestone.

3.2 Client Feedback Window. Client shall provide feedback within three (3) business days of each milestone completion notice. If Client has not responded by this deadline, Vendor will issue a written reminder. Should Client fail to respond within two (2) additional business days after such reminder, the Deliverables for that milestone will be deemed accepted.

3.3 Revisions. Reasonable revisions to configuration within the original scope are included at no additional charge during each milestone's testing phase. Changes to scope require a Change Order under § 5.

### 4. Compensation & Payment Terms

4.1 Fixed Fee. All Services are provided for a total fixed fee of TWENTY THOUSAND U.S. DOLLARS ($20,000.00 USD), exclusive of all taxes unless Client supplies a valid exemption certificate.

4.2 Deposit — Work Start. Fifty percent (50%) of the Fixed Fee ($10,000.00 USD) is due immediately upon Client's acceptance of this SOW. Vendor will not commence—and has no obligation to commence—any Services until the deposit funds have fully cleared Vendor's bank account.

4.3 Week 3 Milestone Payment. Twenty-five percent (25%) of the Fixed Fee ($5,000.00 USD) is due upon completion and delivery of the Week 3 milestone, which includes core platform installation, AI agent configurations, and initial MCP server integrations.

4.4 Final Payment. The remaining twenty-five percent (25%) of the Fixed Fee ($5,000.00 USD) is due upon completion and delivery of all Deliverables.

4.5 Early Completion. If Vendor completes all Deliverables prior to the Week 3 milestone, the full remaining balance of TEN THOUSAND U.S. DOLLARS ($10,000.00 USD) shall be due upon delivery and acceptance of all Deliverables. For clarity, the total post-deposit obligation is $10,000.00 USD, payable either (a) in two installments per §§ 4.3–4.4, or (b) in a single payment at project completion if completion occurs at or before the Week 3 milestone.

4.6 Definition of Gross Negligence. For purposes of this SOW, "gross negligence" shall mean Vendor's failure to meet a milestone deadline by more than fourteen (14) calendar days combined with a failure to respond to Client communications for seven (7) or more consecutive calendar days during that same period. Isolated delays, minor schedule adjustments communicated in advance, or delays caused by Client's failure to provide access, credentials, or cooperation under § 7 shall not constitute gross negligence.

4.7 Refund Policy.

- (a) Refunds are generally not provided. Client acknowledges that Vendor commits significant time, resources, and expertise upon project commencement, and that the Fixed Fee reflects this commitment.
- (b) Refunds may be considered solely in cases of gross negligence by Vendor (as defined in § 4.6) in performing the Services as defined in § 1.
- (c) Dispute Process: To request a refund, Client must submit a written dispute to jake@localbosses.org within seven (7) calendar days of the alleged issue. The dispute must include: (i) a detailed description of the issue, (ii) specific evidence demonstrating gross negligence by Vendor, and (iii) Client's proposed resolution. Vendor will acknowledge receipt within two (2) business days and provide a substantive response within five (5) business days. If the parties cannot reach a mutually acceptable resolution through good-faith negotiation, the dispute shall be resolved in accordance with § 13 (Governing Law & Venue).
- (d) For the avoidance of doubt, Client dissatisfaction with the Deliverables, changes in Client's business needs, or Client's failure to provide required credentials, access, or cooperation under § 7 shall not constitute grounds for a refund.

4.8 Late-Payment Fees. Any amount not paid when due shall bear interest at one-and-one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. Client is also responsible for all reasonable collection costs, including attorneys' fees.

### 5. Change Management

5.1 Scope Flexibility. Client may request substitution of up to three (3) software integrations from the original scope ("Swap"), provided that: (a) the replacement integration requires equal or less effort than the original, and (b) work on the original integration has not yet been completed. Swaps meeting both conditions will be performed at no additional charge.

5.2 Additional Work. If a requested Swap or other scope change requires materially more effort than the item it replaces, Vendor may assess additional charges at a rate of THREE HUNDRED U.S. DOLLARS ($300.00) per hour, capped at NINE HUNDRED U.S. DOLLARS ($900.00) per individual change request. For the avoidance of doubt, if a change requires approximately one (1) hour or less of additional effort relative to the original scope item, no additional charge will apply. Vendor and Client agree to approach change pricing fairly and flexibly.

5.3 Change Orders. Any Change beyond the Swap allowance described in § 5.1 must be documented in a written change order ("Change Order") stating scope, fee, and timeline adjustments, signed by both parties. Vendor has no obligation to begin a Change until it receives the executed Change Order and any associated payment.

### 6. Delivery & Acceptance

Vendor will provide Client with access credentials and system documentation via secure electronic transfer. Client shall have three (3) business days ("Acceptance Period") to test the system and request reasonable revisions within scope. If Client has not submitted written feedback by the end of the Acceptance Period, Vendor will issue a written reminder. Should Client fail to respond within two (2) additional business days after that reminder, the Deliverables will be deemed accepted.

### 7. Client Responsibilities

7.1 Infrastructure. Client shall provide hosting infrastructure (VPS or Mac mini with macOS). Vendor will perform installation via remote access. Client is responsible for network connectivity and remote access setup.

7.2 Credentials. Client must provide all necessary API keys, access credentials, and account permissions for all integrated platforms (ClickUp, Notion, Google Workspace, Telegram, n8n, GoHighLevel, Google Ads, Postiz, Canva Pro, ElevenLabs, SE Ranking, Looker Studio, Retell).

7.3 Cooperation. Client shall respond to reasonable requests for information and access and attend bi-weekly check-in calls (Tuesdays and Thursdays, 30 minutes) to avoid project delays.

### 8. Technical Specifications

8.1 Platform. OpenClaw runs on Clawdbot, an open-source MIT-licensed platform.

8.2 AI Model. Configuration will support Anthropic Claude, OpenAI, or Client's preferred AI model provider (Client responsible for API costs).

8.3 Security. All credentials will be stored securely using industry-standard environment variable management.

8.4 Memory System. SQLite-based coordination layer providing cross-agent memory, task management, and privacy-scoped context sharing.

### 9. Exclusions & Additional Costs

- (a) The Fixed Fee excludes ongoing AI model API costs, hosting/infrastructure costs, and third-party tool subscriptions (ClickUp, Notion, Google Workspace, Telegram, n8n, GoHighLevel, Google Ads, Postiz, Canva Pro, ElevenLabs, SE Ranking, Looker Studio, Retell, etc.).
- (b) Additional MCP server integrations, channels, skills, or automation workflows beyond the thirteen (13) listed in § 1 require a Change Order.
- (c) Ongoing maintenance beyond thirty (30) days of post-launch support is not included and is available via a separate retainer agreement.
- (d) The post-launch retainer ($2,000/month) is a separate agreement and is not included in the Fixed Fee.

### 10. Rights & Ownership

10.1 Open Source. OpenClaw (Clawdbot) is open-source software under the MIT License. Client receives full access to the codebase and may modify it freely.

10.2 Configuration. Upon full payment, all configuration files, documentation, custom scripts, agent prompts, and MCP server configurations created by Vendor become the property of Client.

10.3 No Warranty. The open-source software is provided "AS IS" without warranty of any kind. Vendor's obligation is limited to proper installation, configuration, and integration of the software and services described herein.

### 11. Limitation of Liability

VENDOR'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS SOW SHALL NOT EXCEED THE TOTAL FIXED FEE PAID BY CLIENT ($20,000.00 USD). VENDOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

### 12. Suspension & Termination by Vendor

Vendor may suspend work or terminate this SOW immediately upon written notice if (a) any payment is more than three (3) days late, (b) Client materially breaches this SOW, or (c) Client fails to provide necessary credentials, access, or cooperation as outlined in § 7.

### 13. Governing Law & Venue

This SOW is governed by the laws of the State of Florida. Any disputes shall be resolved in the state or federal courts located in Pinellas County, Florida, and each party consents to personal jurisdiction and venue in those courts.

### 14. Quote Approval & Execution

Acceptance of this quote—whether by electronic signature, physical signature, or issuance of a purchase order referencing this SOW—constitutes Client's binding agreement to all terms herein. This SOW may be executed in counterparts, each deemed an original.

### 15. Entire Agreement

This SOW constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and communications.

## Signatures

By signing below, both parties agree to all terms and conditions set forth in this Statement of Work.

Service Provider
Jake Shore, MCP Engage
Date:
Client
Zack Lee, Solvr
Date: