Putting Together a Proposal or Scope of Work

The most heavily litigated aspect of a contract is the scope of work. The scope of work is sometimes set forth in the proposal, or a term sheet, or even a letter of intent, then finalized in a written comprehensive contract.  Sometimes the proposal is the contract. Whatever the case may be, here are some things you should consider when putting together your proposal or scope of work:

Guiding Point: You want to include information that makes it easy for a third party to understand what you agreed to do for your client, and ultimately whether you did what you agreed to do for your client.

Guiding Point: Include information that makes it objectively easy to determine if you fully performed the work you were hired to perform.

Guiding Point: Avoid ambiguous terms. Ambiguity is the cancer to an otherwise enforceable contract. Define terms wherever possible.

SCOPE OF WORK

1. Put a date on the document
2. Include the names and addresses of the parties
3. Include the name of the project and any other key identifiers to the extent applicable.
4. Assumptions:  Are there any conditions and assumptions you are making regarding your ability to perform the work such as access, specific client approvals, specific information, licenses, permits, approvals from third parties, etc?
5. Exclusions: Include any key exclusions in your contract.  What is NOT included in the scope of work? What are you not willing to do or provide?
6. Describe the scope of services you will perform: Are you promising any specific deliverables? Will you have to achieve any specific milestones?
7. Time for Performance: Will there be a set or estimated time it will take you to perform the services? Is that timeline critical, set, or just an estimate? Will there be a process or stages? How long is each stage of the process?
8. What sort of representations or warranties or guarantees are you making, if any? What, if any, limitations are there with respect to those representations and warranties?
9. Get signatures. It’s so easy to do these days, so do it! It’s that one thing that can make or break your breach of contract lawsuit down the line.

PAYMENT AND FEES

1. How you are being compensated?
2. What is the “Contract Price”?
3. When will you get paid?
4. What will be the consequences of late payments?
5. How will you get paid, e.g. check, credit card, etc.?
6. Will there be reimbursement for expenses? What expenses? How does one make a claim for reimbursement (is there a process? What information does the Client need in order to reimburse you?