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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, June 22, 2021

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE course will provide business counsel with a roadmap for drafting statements of work (SOWs) for the purchase of technology services. The panel will discuss terms and conditions to include in an SOW and strategies to avoid common contracting pitfalls and resolve disputes.

Faculty

Aaron K. Tantleff
Partner
Foley & Lardner LLP

Mr. Tantleff, CIPP/E, is a partner in Foley’s Technology Transactions, Cybersecurity, and Privacy; and the Environmental, Social, and Corporate Governance (ESG) practice groups. He represents companies in various technology, privacy, security, information management, open source, and intellectual property matters, such as the development of compliance policies, programs, cybersecurity breach preparation, incident response, big data, and data monetization initiatives. Mr. Tantleff also regularly represents clients in mergers and acquisitions, outsourcing transactions, strategic alliances, development and licensing arrangements, supply and distribution arrangements, and other strategic and collaborative transactions involving significant technology and intellectual property. He  is a frequent speaker on technology, security, privacy, and outsourcing matters, and is regularly quoted in The Wall Street Journal, Reuters, Politico, Fortune, and other top-tier publications on topics such as cyberattacks, privacy law developments, and data protection, including regarding the General Data Protection Regulation (GDPR) and the Asia Pacific Cross Border Privacy Rules. Mr. Tantleff has been retained for data protection, cybersecurity, monetization of big data/IoT programs, and data breach response, remediation, and simulations by companies across all industries and sizes, domestically and abroad, including several Fortune 100 companies. He has also counseled several state legislators on cybersecurity legislation.

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Michael R. Overly
Partner
Foley & Lardner LLP

Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e-commerce agreements, and technology use policies. He counsels clients in the areas of technology acquisition, information security, electronic commerce, and on-line law. He is the co-author of A Guide to IT Contracting: Checklists, Tools and Techniques (CRC Press, 2012).

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Mike Dettorre
Principal Consultant
MD & Co.

Mr. Dettorre has over 25 years of complex technology acquisition experience and has been the lead negotiator on over 500 transactions. His specialties include SLAs and SOWs for both outsourcing and complex systems integration work. Mr. Dettorre holds a Master of Science in Management of Technology which he received under an educational fellowship from Bell Laboratories and Bachelor of Science in Business Administration (Marketing) his work experience includes senior positions at a Big 4 Consulting firm and in the Fortune 100 companies.

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Description

SOWs outline project requirements, including deliverables, milestones, payment terms, acceptance criteria, and due dates, related to the purchase of technology services. Because courts have ruled that if services or tasks are not expressly outlined in an SOW, the vendor need not perform them, careful drafting of the SOW is critical.

There are several potential pitfalls counsel may encounter with SOWs. The first is when the customer entrusts the technology vendor to draft the SOW. This practice almost always results in a boilerplate SOW that lacks necessary specifics. Counsel should tailor the SOW to the primary technology purchase agreement to prevent conflicting documents or incomplete terms.

Listen as our panel of attorneys experienced in negotiating SOWs discusses best practices for drafting the documents. The panel will discuss key terms and conditions in SOWs, common drafting pitfalls to avoid, and strategies for resolving contract disputes.

Outline

  1. Recent trends in contracting for the purchase of technology services
  2. Key terms and conditions in statements of work for technology services
    1. Description of services and deliverables and when they are expected
    2. Tasks that support deliverables and who will perform them
    3. The commencement date for the project
    4. The initial draft of the project plan
    5. A detailed description of vendor materials
    6. Detailed information regarding vendor personnel
    7. Governance process for the project
    8. Fees: who will pay which costs and by when
    9. Expenses
    10. Service levels and corresponding performance credits and incentives
    11. Reporting obligations and frequency
    12. Facilities and equipment to be used
    13. Any testing requirements
  3. Anticipating common areas of dispute and streamlining negotiations

Benefits

The panel will review these and other key issues:

  • What are the key questions corporate counsel must first consider before undertaking the negotiation and drafting of a technology services SOW?
  • What are the terms and conditions to always include in SOWs?
  • What are the most commonly disputed issues with SOWs, and what are best practices to resolve them?