Luke Montoya

Vendor Services Agreement Description and Structure Agreement for vendor to provide services (and often deliverables) (e.g., maintain website, implement or upgrade software, IT staffing services) Typical structure is general contract terms that can apply to multiple statements of work

What to Include in the Body of the VSA General payment terms (e.g., days allowed to pay an invoice and if expenses will be reimbursed) Term and Termination Confidentiality Background Checks Compliance with security policies (client’s and/or vendor’s)

What to Include in the Body of the VSA Ownership or license to the deliverables Warranties Deliverables will substantially conform to specifications or description in the SOW Services will be performed in professional, workmanlike, competent and diligent manner Lack of viruses in any software deliverable Lack of a public license used to create any software deliverable

What to Include in the Body of the VSA Indemnification by vendor Personal injury or property damage caused by vendor IP infringement Breach of terms (or certain terms) of the agreement Vendor’s employees claiming employment rights from client

What to Include in the Body of the VSA Insurance Lack of subcontracting and no assignment of agreement Audit rights (financial records and otherwise)

What to Include in the Body of the VSA Miscellaneous Governing law and jurisdiction/venue Entire agreement Amendment only through signed agreement Waiver only through signed document Severability Survival of certain terms

What to Include in the SOW Detailed description of the services Detailed description of any deliverables Detailed description of the fees and any reimbursable expenses Acceptance of services and deliverables Schedule Other terms specific to the SOW

Ask the Audience Intermission What do you consider to be “market” for a finder’s fee and conversion rates in IT staffing contracts (e.g., starting at an established percentage of the initial annual salary if the temporary staffer is converted to an employee of the client during the first 30 working days, with the percentage descending every 30 working days)?

What to Exclude Limitation of liability in vendor’s favor Limiting to only direct damages Limiting to dollar cap on damages Exclusivity in favor of vendor Minimum payments

What to Exclude Being locked in to long-term deal when your company would like to perform a proof of concept and pilot before making a long-term commitment (e.g., implementation of new software)

What to Exclude Representations or warranties that you know are false Covenants that you know your company cannot meet Agreements to take actions that you know your company will likely forget to take (make these terms subject to vendor’s written request)