Deliverables. This would be a list of all items to be produced by the supplier and part of the contract. If deliverables include tasks, you would define the upper level tasks, background information, objectives and sub-tasks
If you want to use acronyms, define them.
For every commitment ask and make sure the language addresses the following five questions:
- o What do they need or want?
- o Who is responsible to perform the action?
- o What is the scope of their responsibility?
- o Where must it be done?
- o When must it be done?
- o How must it be done?
Supplier shall deliver the Product to the Buyer on June 1, 2011
(Active voice example)
The Product shall be delivered by the Supplier to the Buyer on June 1, 2011
(passive voice example)
The Product shall be delivered to the Buyer on June 1, 2009
(passive voice example with agent performing the action omitted)
6. Use of Acronyms.
When you want to use acronyms in a document define them either in a definitions section or when first used. If you want to use an acronym that is well defined in an industry standard document, make reference to that document. For example "as defined in INCOTERMS 2010" or "as defined in JESD471 Symbol and Label for Electrostatic Sensitive Devices published by the Joint Electron Device Engineering Council (JEDEC)"
Defined terms in an Agreement will have a convention that indicates they are a define term. Some drafters may capitalize the initial letter, others may capitalize all letters. Follow the same convention when using defined terms in your SOW.
Pricing is set forth in Attachment A, entitled “Product and Price List”, five (5) pages, dated January 2, 2012, which is incorporated by reference into this (Agreement. Purchase Specification, Statement of Work or Scope of Work).
Section 11 Attachments and Exhibits.
Attachment B, entitled “Cancellation and Rescheduling Terms”, 1 page, dated January 2, 2002
Attachment C, entitled “Supplier Quality Agreement”, 5 pages, dated December 31, 2000
This Statement of Work adopts and incorporates by reference the terms and conditions of Base Agreement #_______).
- Alternative logistics model requirements for delivery performance problem
- Approval of project personnel and changes to personnel
- Approval of subcontractors and lower tier subcontractors
- Different assignment or change of control rights
- Different change management process,
- Conflict of interest requirements
- Coordination of work requirements
- Stricter confidentiality requirements
- Alternative warranty response obligations
- Different damages including liquidated damages
- Escalation procedures
- Escrow requirements tied to necessary licenses
- Fitness for a particular purpose warranty
- Additional guarantees (product, services, satisfaction)
- Rights to inspect of facilities
- Additional insurance requirements
- Professional liability and errors and omissions
- Employee dishonesty and computer fraud insurance
- Requirements for bonds
- Key employee restrictions / non-competitive activity
- Multi-year price protection (“Option” pricing)
- Ownership and license rights in developed materials.
- Parent company guarantee
- Alternative payment terms
- Progress or milestone payments
- Payment retainage rights until completion of the work
- Prohibitions on recruiting / hiring of employees
- Response times / performance criteria that may be different that the Agreement
- Different risk of loss requirements. For example, the right of the buyer to specifying the carrier or packing or packaging requirements.
- Safety & security requirements
- Responsibilities for temporary use of facilities
- Responsibilities for temporary use of machines or loaned items
- Alternative termination rights
- Trigger clauses related to credit ratings or other events that release escrow and allow use of licenses
- Downtime credits / service level credit
- Additional warranties
- Control over the Supplier’s team that performs the work and any changes to that team.
- Control over where the work is performed
- Control over subcontracting of the work
- Restrictions against assignment of the work
- Control over changes to the product or service
- Control over changes to the process.
- Fixing their overhead and profit amount and sharing in the savings, or
- Paying them a fixed percentage for both overhead and profit based on the cost of the work?
- Make it an express commitment in the Agreement.
- Use language that establishes it as a firm commitment.
- Avoid any softening or qualifying language that would reduce the commitment.