Early in my career as a contract manager, I was often faced with drafting, reviewing or negotiating the famous “SOW”, which in French is pronounced “seau”, or “sot”, or indeed “sceau”. Yet this SOW has nothing to do with its homonyms (nor with the footballer Moussa Sow). In this article we explain what a SOW is and tell you everything about the subject.
A. The “SOW” defined:
A term of Anglo-Saxon origin, SOW is an acronym that stands for “Statement Of Work”, or “énoncé des travaux” in French. The SOW is a crucial document in the world of contracts and project management.
The SOW can therefore be seen as a document that describes, in relatively detailed fashion, the tasks, objectives, deliverables and responsibilities of the various stakeholders in a project or a contract.
In a way, we can sum it up by saying that the SOW defines what is part of a project, as well as what is not!
B. The SOW and contracts
The SOW is (almost) never a contract in its own right. It is part of the contract, sometimes even the most important part of it!
It often appears as a schedule to a contract and sets out clearly the expectations and requirements of each party within a project. It provides a solid basis for planning, executing and monitoring projects, ensuring that all parties are aligned on objectives and deadlines.
SOWs are frequently found in RFPs or tenders, as well as in industrial contracts (partnerships, framework agreements, and so on) and in IT contracts (MSA, outsourcing, and so on).
The SOW is generally subject to hard negotiation between the parties, and often calls on the expertise of a contract manager, both for drafting and for negotiating it.
C. How do you draft and negotiate a SOW?
A big question, to which it would be bold to answer anything other than: “it depends”. The subject matter of the contract, the context in which it is concluded and, more broadly, the intention of the contracting parties will strongly influence its content and its negotiation.
1. SOW template:
At Prime Conseil, however, we have worked on hundreds of SOWs. In doing so, we have identified common features and recurring themes, allowing us to set out a standard outline:
- Project objectives
- Project perimeter (or scope)
- General description of the products or services
- Reference documents and applicable standards
- List of deliverables
- Validation and acceptance arrangements and procedures
- Schedule and project breakdown (potentially with a WBS)
- Points of contact
2. A few tips
When it comes to drafting, the SOW is a delicate exercise. You should be neither too pernickety, so as not to lock yourself contractually into a framework that leaves the project manager no room for manoeuvre, nor too vague, so as not to give too much latitude to an uncooperative counterparty and thereby create a potential seat of litigation. Among our tips:
- remember to meet the project stakeholders beforehand in order to define clearly what falls outside the scope of the contract,
- determine your priorities and “must haves” collectively,
- make sure the cross-references are consistent, in particular those to the specifications and other requirement documents.
In terms of negotiation, we often recommend separating the negotiation of the body of the contract, which is frequently handled by sales and legal teams, from that of the SOW, which involves the contract manager more. Ideally, the SOW would be negotiated upstream (since if the parties do not agree on its content, there will be no contract), but in practice the life of projects and their sales cycle only rarely allows this.
Conclusion
You now have the basics to understand what a SOW is and to talk about it. The SOW is one of the cornerstones of the contract. Mastering it means maximising the chances of good contract performance, making the project manager’s job easier and also limiting the risk of litigation. In short, knowing how to draft and negotiate a SOW will improve your contract management skills (and let you negotiate win-win agreements).
Becoming a SOW expert takes a certain amount of experience. You may not manage to draft a comprehensive statement of work first time. What matters, though, is practising, iterating and learning. In short, now it is your turn to take the great SOW!