Drafting Technology Services Statements of Work: Structuring Terms, Minimizing Disputes, Streamlining Negotiations

SOWs outline project requirements, including deliverables, milestones, payment terms, acceptance criteria and due dates, related to the purchase of technology products or services. Because courts have ruled that a vendor is under no obligation to perform services or tasks that are not expressly outlined in an SOW, careful drafting of the SOW is critical.

There are a number of potential pitfalls counsel may encounter with SOWs. The first is when the customer entrusts the technology vendor with drafting the SOW. This practice almost always results in a boilerplate SOW that lacks necessary specifics. The SOW must be tailored to the primary technology purchase agreement. If not properly tailored, conflicting documents or incomplete terms will result.

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 that should be included in SOWs, common drafting pitfalls to avoid, and strategies for resolving contract disputes.

1. Recent trends in contracting for the purchase of technology services and products
2. Key terms and conditions in statements of work for technology products or services
   1. Description of services and deliverables and when they are expected
   2. Tasks that support deliverables and who will perform them
   3. Commencement date for project
   4. Initial draft of the project plan
   5. 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

The panel will review these and other key issues:

• What are the key questions corporate counsel must consider before undertaking the negotiation and drafting of a technology services SOW?
• What terms and conditions should always be included in SOWs?
• What are the most commonly disputed issues with SOWs and what are effective approaches to resolve them?