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Facilitator Guide

Exhibits: SLAs and SOWs

What’s covered

  • Master agreement vs. exhibits
  • Incorporation and order of precedence
  • SOW scope of services and deliverables
  • SOW fees, milestones, and responsibilities
  • SLA uptime commitment and exclusions
  • Service response and security obligations
  • Service credits and sole remedy
  • Key master agreement terms to review

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/exhibits-slas-and-sows/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

  • still frame from Exhibits: SLAs and SOWs

    Course

    Exhibits: SLAs and SOWs

    An examination of two of the most heavily negotiated exhibits in technology deal agreements — service level agreements and statements of work. The course examines how each document is structured, how it functions in relation to the master agreement it accompanies, and what lawyers need to focus on when drafting or negotiating them.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • Why does it matter which document controls when a master agreement and an exhibit conflict?
  • Why is a clear scope of services so important in an SOW?
  • How do vendors and customers typically differ in how they want deliverables and acceptance handled?
  • What are the tradeoffs between fixed-fee and time-and-materials pricing for custom work?
  • How should a customer approach negotiating an uptime commitment in an SLA?
  • What is the purpose of tiered severity levels in the service response and security sections of an SLA?
  • What does it mean for service credits to be a customer's sole and exclusive remedy?
  • Why should a lawyer review the master agreement when working on an SOW or SLA?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system's breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don'ts)
  • Firm-specific guidance and practices

After the session

To continue learning, attendees can check out related courses in Hotshot's Technology Licensing topic.