Consulting Agreements and SOWs
Consulting Agreements or Professional Service Agreements as they are sometimes referred to are a set of general terms that are constructed in anticipation of a Service Delivery Project. Those terms are often constructed in a Master Service Agreement ("MSA") for re-use with a broad range of service delivery projects over long periods of time. It should be noted that while not all Consulting Agreements are constructed as an MSA, I refer here to MSAs simply because they are more comprehensive; often with new clients a subset of these terms are addressed in the Statement of Work itself making it a self contained single description of both the service itself and the terms under which that service is delivered.
There is no industry standard cookie-cutter MSA, rather they tend to be developed by separate customers or vendors to reflect the manner in which that party desires to sell their service (vendor) or buy a service (customer). The nature of the terms include not only general invoicing terms and discount, general terms such as state law and non-disclosure obligations and on-site insurance obligations; but many other important considerations such as: Intellectual Property (IP)ownership; acceptance testing; key-personnel consultant designation; a indemnity provision with appropriate exceptions; it might well reflect you data privacy policy, your travel expense policy, your network security policy; your personnel background screening requirements; you may reserve a right to have a consultant removed without cause; when can you terminate and what are the consequences of termination; can the vendor terminate, is the customer entitled to transition assistance; must the vendor work with other 3rd parties on the customer's behalf; does the vendor have the right to subcontract, and if so is there a subcontract approval process they must follow. MSAs tend to closely reflect their author's bias, and while it's always fine to ask for things the way you would like to see them remember, MSA's usually span a long period of time, and too good a deal is just frustrating to the other party, you want to ensure that your interests are properly protected, but almost as importantly you want to ensure that the customer has enough benefit under the terms of the Agreement to help make them successful and incented to cooperate with you throughout the entire relationship.
NOTE: please refer to the Consulting Services Project on the johnpobrienesq.com home page.