IT services and outsourcing

Keeping the master, the SOWs and the subcontracts in line.

The outsourcing MSA was negotiated once. Every SOW, change order and subcontract that follows has to sit under it, and the customer's procurement team redlines each one as if the master did not exist. Leela checks each document against the master, flags where acceptance, change control, staffing commitments, IP and the liability cap have drifted, and keeps one issues list per customer, so the fourth SOW is negotiated from the same positions as the first.

Leela Received. I am checking the SOW against the executed master. 2:16 PM

Compared against the master: 4 terms override it, 2 are outside it

Dear Priya

Four terms in the redlined SOW override the master, and two introduce obligations the master does not contain.

The acceptance window at SOW section 5 is cut from 30 days to 10, against MSA clause 6.2, which sets 30 and does not permit a shorter period in an SOW. Section 8 adds liquidated damages of 2 percent per week of delay; the MSA at 14.3 excludes liquidated damages unless agreed in a signed amendment, which an SOW is not. Section 9 names three individuals as key personnel who may not be replaced without consent, where MSA 7.4 permits replacement with equivalent staff on notice. Section 11 states that the SOW prevails over the MSA in a conflict, reversing MSA 2.3. The two new obligations are a right to audit subcontractors at section 10 and a requirement to assign work product IP at section 12, where the MSA grants a licence.

The redline restores the master's position on each with the clause quoted. The liquidated damages and the IP assignment are open on the issues list for your decision, since Halden may be asking for an amendment rather than an SOW term.

Leela

W Halden SOW 4 - conformance memo.docx54 KBW Halden SOW 4 - redline.docx151 KB

Acceptance and change control

The window, the deemed-acceptance rule and the change procedure are set in the master. Each SOW is read against them, and a shorter window or a new procedure is flagged with the master's clause quoted.

Staffing and subcontracting

Key personnel, replacement rights and subcontractor approval drift one SOW at a time. She keeps the master's position and the concessions already made for that customer in one list.

IP, liability and precedence

A licence that becomes an assignment, a cap that resets per SOW, a precedence clause that quietly reverses the master. Read, cited, and held.

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