Contract Scope
The CEO of a company mentioned that she was frustrated with the work product she received from her contractors. In her case, she required a “package solution” and what she received was an idea for packaging. I asked her if it was a contractual issue and if she could go back to the company as the product was not to the standards spelled out in the contract. She shared with me that she did not provide much detail in the scope as she did not want to be perceived as difficult to work with. Nothing could be further from the truth; having a detailed and complete scope of work makes life easier for both sides in this contract relationship. Besides there are so many other places in the contract to show your true character. Especially when both parties do not have a relationship of working together establishing the initial trust through a well executed and fair document is crucial.
I will not say that a scope of work (SOW) is the easiest thing to write, its as much art as science as you want to define what the product or service is, but not to dictate how the work will be performed, and for some people this can be a fine line. My career started in the construction industry and I learned early on that how a scope was written had an immediate and powerful impact into the quote I got from my contractors. Given that I also had contract signing authority, as many of you starting your own company, it also made me keenly aware of the consequences of a contract gone bad, and believe me after some experience those bad contracts are easier to recognize.
Reasons for a Detailed SOW
- You are better able to compare the bids you receive, and I suspect the prices you get might be closer in range.
- You get the product you want.
- You help the other guy give you what you want. You’re not being difficult, you’re actually helping him out by letting him know what you need. Most companies do not exist to take your money and run. They would much prefer to have you as a repeat client and so you’re helping him achieve his goal.
- You avoid having either an unnecessary change order or worse, having to rebid and pay twice for the work because you cannot prove based on the description in the contract that you did not get what you asked for.
- The vagueness of the language might drive up the price, as the bidder might be adding in contingency costs, in anticipation of some rework.
- A poorly written scope is one of the fastest ways to get scope creep.
It is important to remember:
In the SOW – Do Not Dictate How to Perform the Work:
If for any reason the contractor cannot perform the work as you detailed in the scope of work, you are opening yourself up for a change request. I came from a construction background, so an example for me would be, I mandate that a conduit placed down a city block, and I want the conduit trenched in this section of the network I am building. After the contracts are signed and the contractor is prepared to proceed, the city dictates that all conduit must be bored in at a cost of twice the amount as trenching. I have no doubt I would see a change order hit my desk. A better approach might be to state in the SOW that “the conduit must be buried to a depth of 3′ and the method is up to the contractor pending approval of the city.”
You selected the contractors you have to bid on your work because of their expertise, right? If you dictate how the work shall be performed, they will not be able to demonstrate that expertise. They may even have a solution that would cost you less money and result in a superior product, but you just denied them the opportunity to show you what those alternatives are.
Once you have a good scope of work the rest of the contract should fall easily (or easier) into place. If you are just starting out and your company does not have some boiler plate language, nolo.com might be a good place to start. I’d also advise consulting your attorney.
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