In the technology field there are a few go to agreements that you will often see. Often we like to put together a package of these agreements with instructions of what is negotiable and the hard stops.
Master Service Agreement
Sometimes known as the Framework Agreement, the MSA is the agreement that frames the relationship. It has very general terms and will contain most of the ‘legalese’. This is often used in situations where it is contemplated that you will have an ongoing relationship.
In my area of practice, you will generally see a MSA with new customers, often after a proposal is accepted by the customer. The MSA will be the initial step to get the relationship going before negotiating the Statement of Work.
Statements of Work
A statement of work, or SOW, will contain the details of the actual project. Timelines, deliverables, responsibilities, SLAs, escalation, and payment terms. A Statement of Work is something you’d want as a plug and play, meaning, you would have your attorney draft the framework of the Statement of Work and your technical staff will input the details of the project.
Many people make the mistake of thinking that the SOW is just a technical document, something a lawyer doesn’t need to look at. While it’s true that it is primarily a technical document, you want to make sure that your lawyer has outlined the legal terms of it which can be the payment terms, responsibilities and so forth.
Another common mistake is transposing a proposal as the SOW. A proposal to a customer is your marketing tool. It will contain more sales language and will be a more high level description of the project. The proposal will be the foundation of the SOW but not take the place of the SOW. Just like the SOW, it is a good idea to have your attorney create the framework of the proposal so as not to create warranties or other language can be problematic down the road.
Independent Contractor Agreement
An independent contractor agreement is something good to have on hand. An ICA is generally a contract you will have for any other company or person rendering services to your company. You want to make sure there are certain elements in the ICA like term, compensation, confidentiality as well as any assignment of inventions which is the transfer of any intellectual property.
Other agreements to consider, Vendor Agreements and Partnership Agreements
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