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Drafting Technology Services Statements of Work: Avoiding Contracting Pitfalls

Structuring Terms and Conditions, Anticipating Common Areas of Dispute, and Streamlining Negotiations

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, June 22, 2021

Recorded event now available

or call 1-800-926-7926

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.


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.



  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


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?


Dettorre, Mike
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...  |  Read More

Overly, Michael
Michael R. Overly

Foley & Lardner

Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware...  |  Read More

Tantleff, Aaron K.
Aaron K. Tantleff

Foley & Lardner

Mr. Tantleff focuses on providing legal and strategic guidance regarding information technology, outsourcing,...  |  Read More

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