Drafting Big, Complex Statements of Work
In contracts about complicated services, the hardest terms to draft appear in statements of work, according to a post on the website of Tech Contracts Academy.
“SoW’s for large projects demand long lists of duties from the vendor,” explains author David W. Tollen. “And usually they’re interwoven with supporting tasks from the customer, along with countless contingencies, assumptions, and exceptions. Putting all those pieces into an effective contract challenges the best drafters. The result is often hundreds of pages of baffling mess. Yet the path to good drafting is surprisingly simple: write outcome-driven descriptions. In other words, describe the technology the vendor will create or run or both, and then stop typing.”
The most effective statements of work, Tollen writes, will focus on the outcome — on specifications for the technology to be built or run — and minimize restrictions on how.
