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

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


Conducted on Thursday, June 29, 2017
Recorded event now available


This CLE webinar will provide business and technology counsel with a roadmap for drafting statements of work (SOWs) for the purchase of technology products or services. The panel will discuss terms and conditions that should be included in a SOW, strategies for avoiding common contracting pitfalls, and effective methods of resolving disputes.

Description

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.

Outline

  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

Benefits

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?

Faculty

Tara J. Anderson, Esq.
TJA Business Law, Eden Prairie, Minn.

Ms. Anderson works with privately-held companies and nonprofits, including a number of technology and software companies, on corporate, IP and employment matters. Previously, Ms. Anderson spent over seven years at a mid-size law firm in its corporate and IP practice groups. As part of her business practice, she has advised clients on acquisitions with aggregate deal values ranging up to $250 million and has managed international trademark portfolios for large privately-held and public companies. Ms. Anderson also regularly teaches seminars on contractual and IP issues.

Jon L. Farnsworth, Shareholder
Felhaber Larson, Minneapolis

Mr. Farnsworth is an outside general counsel to privately held companies and established non-profits. He focuses on counselling clients through complex intellectual property, computer, internet, privacy, website, data breach and technology legal issues. He has extensive experience negotiating, drafting, and litigating technology contracts.


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