Leveraging theMSA & SOWDon BolendBolen & Associates, Inc
what’s a MSA      contract      details services      to be provided      will be dense
what’s a SOWdefines workdeliverablestimelinerequirementspricing
for buyersAsk purchasing groupProcessExecution
for vendorsDetailsTrade offsUnintended consequences
lessonsknow thyselfcontract acumentruston going management
questionshttp://tinyurl.com/msa-sow               Don Bolen               dBolen & Associates, Inc               don@dbole...
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Master Service Agreements - Statements of Work


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deck used in Strategic Buyers Stage session on 11/2/2011 at eLearning Guild's DevLearn

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  • What the heck are these? A MSA is a contract that provides the details in working with service oriented contracts - like elearning development\nService - detailed description about the services that will be provided under the contract and what the service entails\nDepending upon your situation these will probably be pretty dense documents defining the purpose, terms, start/end date, fees and payment schedule, what expenses, conditions, indemnification, force majure, audits, nondisclosure/confidentiality, representations and warranties, ownership of resulting “product”\nSignatures\nIf you are interested in using a master agreement for your business, you should consult a lawyer before signing a final draft. If you are a service provider allying with another service provider, be sure to have an attorney review, especially from a IP perspective. \nwho, what, when and for how much\n
  • A statement of work (SOW) is a formal document that captures and defines the work activities, deliverables and timeline a vendor will execute against in performance of specified work for a client and will be guided by the parent contract - the master services agreement\nDetailed requirements and pricing are usually included in the Statement Of Work, along with standard regulatory and governance terms and conditions -who, what, when and for how much\nThe SOW may (will probably) include service levels, reporting requirements, acceptance criteria (UAT), payment schedule, etc\n
  • Ask your supply chain, sourcing, purchasing, what ever it’s called. Can we set up a MSA? What are the process steps? There may be some vetting or bid process to get to MSA. You org may not want to deal with it depending upon the business. What’s the values of the deal? At Delta we had MSA with elearning development houses, for video production, MPEG encoding. This org chose to go down this route to commit to identified vendors for these services versus contracts each time. We didn’t have to bid as long as it was below $500 K (if I remember correctly) Some of these MSA specified a price. Note this was pre-bankruptcy\n
  • pay attention to details. Consider the trade-offs you’ll be agreeing to. Larger orgs may force some terms that may not work for you. Or require legal review with each and every SOW. You may have a MSA and later SOW that has conflicting language. What happens if your partner is sold? \n\n- from my research “From the master: "Acceptance testing. Upon delivery of the Work Product, Customer will have fifteen (15) days to test the Work Product in a live production environment. *** If the Work Product fails to meet the specifications, then Service Provider will refund the amounts paid for the non-conforming Work Product."\n\nFrom the SOW: "In the event of conflict between the terms of the Master Agreement and this SOW, the terms of this SOW will control. *** Testing. At each Stage [ed: defined only in the SOW, but doesn't mention delivery which addressed later], Customer will test the Work Product in Customer's development and test environments.\n
  • I have a couple of MSA with other consulting groups where I provide PM/learning design services. It’s worked for me. I did have one bad experience and terminated the agreement.\nBe aware of your tolerance for risk - use your spidey sense\nKnow thy limitations, don’t agree and over-promise\nIf you’re not detailed oriented, have someone (or pay lawyer fees) Build your contract acumen\nRegardless of contracts, you have to trust your partners\nYou’ll have to manage this relationship onward - don’t be afraid to point out conflicts or pinch points (so what are we doing about testing and acceptance?)\n
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  • Master Service Agreements - Statements of Work

    1. 1. Leveraging theMSA & SOWDon BolendBolen & Associates, Inc
    2. 2. what’s a MSA contract details services to be provided will be dense
    3. 3. what’s a SOWdefines workdeliverablestimelinerequirementspricing
    4. 4. for buyersAsk purchasing groupProcessExecution
    5. 5. for vendorsDetailsTrade offsUnintended consequences
    6. 6. lessonsknow thyselfcontract acumentruston going management
    7. 7. questionshttp://tinyurl.com/msa-sow Don Bolen dBolen & Associates, Inc don@dbolen.com @dbolen