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A statement of work agreement (SOW) is a legal contract that outlines the specific terms and outcomes of a project or agreement between two parties. In addition, the SOW typically includes the cost, scope, milestones, deliverables, deadlines, and other relevant information needed to complete the task.
It also contains any clauses on payment terms if applicable. Statement of work is an excellent way for parties to understand what a project will look like from a high level and what will happen if there are any surprises in the execution of the work.
Below is a list of common sections included in Statement Of Work Agreements. These sections are linked to the below sample agreement for you to explore.
Microsoft Statement of Work
MS Vendor Number:
City, State, Zip Code:
Vendor Contact E-mail:
Full Name of the Vendor Agreement:
Effective Date of the Agreement:
Statement of Work Period of Performance (date range)
Microsoft Business Contact:
This Statement of Work (“SOW”) to the Vendor Services Agreement effective 2/26/2010 (“Agreement” or “VSA”) between Microsoft Corporation (“Microsoft”) and Rainmaker Systems Inc (“Vendor”) is entered into between the parties and is effective on September 20, 2010 (“SOW Effective Date”). This SOW is subject to all terms and conditions in the Agreement. In the event of a conflict between the SOW and the Agreement, the terms and conditions of the Agreement will prevail. The parties agree as follows:
| 1. | Introduction / Purpose Statement |
The purpose of this SOW is to document the requirements, specifications, implementation approach, deliverables, pricing and other rights and obligations of the parties to achieve Microsoft’s objectives as more clearly described herein. Capitalized terms used but not defined in this SOW will have the meanings described in the Agreement. All other capitalized terms will have the meanings describe in Exhibit A .
The following provides a general overview of Work to be provided under this SOW:
The scope and primary objectives are to:
Maintain a high level of satisfaction with Microsoft customers and partners through thoughtful and strategic communications and by demonstrating a high degree of knowledge of Microsoft and its solution and services offerings
Manage the Dynamics CRM Online trial experience through tele-engagement with trial customers
Manage the conversion of Dynamics CRM Online trial customers to paid service subscribers with the support of Microsoft’s channel partners and Microsoft field sales.
Verify and maintain data quality in Microsoft systems and tools on a daily basis
| 2. | Description of Work |
The following describes the project expectations and specifications; Vendor activities; and reporting requirements for: Work, Services, handling of Microsoft Products, and/or other items or materials that Vendor will perform and/or deliver to Microsoft under this SOW and in accordance with the Agreement (collectively, the “Work”). If the parties agree that any of the Work should be designated “work for hire,” the parties will make the designation in writing.
| 2.1. | Product Specifications |
With the launch of Microsoft Online Services (such as Microsoft Dynamics CRM Online), Microsoft now sells directly to corporate customers as well as through its extensive network of partners.
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**** = Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Microsoft Dynamics is part of Microsoft’s Business Division (MBD) which also includes Microsoft Office, Microsoft Exchange and Microsoft Office SharePoint Server.
| (a) | Products within the Microsoft’s Business Division |
Microsoft Business Division (MBD) Products
• 2007 Microsoft Office system
• Microsoft Dynamics AX
• Microsoft Dynamics CRM
• Microsoft Dynamics Enterprise Reporting
• Microsoft Dynamics GP
• Microsoft Dynamics NAV
• Microsoft Dynamics SL
• Microsoft Office Communicator 2007
Microsoft Dynamics is a line of easy-to-use, integrated and adaptable Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) applications that enable business decision-makers to quickly respond to market shifts, take advantage of new trends, increase their competitive edge and drive business success. Microsoft Dynamics solutions are delivered through a world-class network of reselling partners providing specialised services and additional innovation to help customers excel in their industries. The slide below highlights Microsoft Dynamics products.
| (b) | Microsoft Dynamics Product Portfolio |
Microsoft Dynamics – Broad business management suites including financial management, supply chain management and customer relationship management, operations management functionality
Microsoft Dynamics CRM – A complete customer relationship management (CRM) suite, including sales force automation, marketing and service management.
| 2.2. | Services |
The scope of services requested is focused on the ‘Try to Buy’ component:
Manage the Dynamics CRM Online trial experience through tele-engagement with trial customers
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**** = Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Manage the conversion of Dynamics CRM Online trial customers to paid service subscribers with the support of Microsoft’s channel partners and Microsoft field sales.
To support the ‘Try to Buy’ process two roles have been defined to support the Dynamics CRM Online customer trials:
Inside Sales Specialist Online (ISS Online) Online Success Manager (OSM)
The Inside Sales Specialist Online (ISS Online) will be responsible for attempting to reach each Dynamics CRM Online Trial customer with the objective of conducting customer profiling and basic needs discovery by telephone. This includes:
Validating the customer profile information captured during Trial Sign-Up
Augmenting the customer profile with additional data account and contact data including:
Understanding why the customer has chosen to sign-up for a Dynamics CRM Online trial
Understanding the basic needs of the customer from a CRM functionality perspective i.e. Sales Force Automation, Customer Care etc.
Understanding whether the customer is currently working with a Microsoft partner on their requirements.
Recommending a Microsoft Partner for those customers that do not have a preferred Partner
Ascertaining the customer’s segment according to Microsoft account segmentation
Identifying the next steps for the customer based on the data captured
Setting the appropriate expectations with the customer in regards to follow-up
Ensuring all relevant data gathered is accurately logged in DST
The Online Success Manager (OSM) will be responsible for end to end trial management with the objective of converting the trial customer to a paid subscriber. This includes:
Taking the customer profile and basic needs discovery and conducting deep opportunity discovery
Providing the customer with a guided demo and walkthrough of their trial instance of Dynamics CRM Online
Providing basic user training
Referring customers to additional resources e.g. technical information, Service Level information, customer testimonials etc. as required
Referring customers to the available ‘add-on’ / CfMD solutions available in the MarketPlace
Providing light configuration to the customer’s trial instance as needed to show applicability to the customer’s business (i.e. renaming of fields and entities)
Supporting the customer in uploading their data for use during the trial period
Driving a purchase decision during the trial period ****
Involving CRM Sales Specialists as established in the sales engagement model
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**** = Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Involving Microsoft partners to support successful trial conversion
Providing based pricing and licensing guidance
Ensuring all relevant data gathered is accurately logged in DST
In addition to deploying a well-defined engagement model, Inside Sales Specialist Online (ISS Online) and Online Success Managers (OSM) will leverage CRM Solution Sales Specialists, other Microsoft Sales and Services professionals and Microsoft partners who will assist in providing customers with world-class solutions.
| 2.3. | Locations |
| (a) | Facilities |
Vendor shall perform the Work under this SOW at the following Site(s) (owned or leased by Vendor)
Should vendor wish to provide services for this SOW under at a location not listed in section 2.3(a), they must first seek and obtain written approval from Microsoft.
| (b) | Language Support |
Vendor shall provide the Work under this SOW in the following language(s):
The following additional languages should be supported only to the extent as can be accommodated with multi-lingual personnel resourcing this program to speak the required languages above: ****. If these languages should become required, this will be addressed as outlined in section 2.3(c)(i) Adding Supported Languages.
| (c) | All vendor staff including but not limited to ISS Online, OSM, Team Leads, shall have a working knowledge of English |
| i. | Adding Supported Languages |
Microsoft may request that additional languages be added to the program via the Change Order process. The addition of new languages to the program is subject to (i) the commercial availability of the language skill at the location requested (ii) and the agreement that Microsoft will pay any cost associated with developing or adapting training materials in said language.
| ii. | Removal or Relocation of a Program Language |
In the event that Rainmaker wishes to remove or relocate an Essential Program Language, the request must be handled through the change order process.
| iii. | Changes in Supported Languages |
Rainmaker may request the removal or reassignment of any program language related to a Call Center using the Change Order process. Rainmaker must have approval from Microsoft to remove or reassign any program languages for Services currently being delivered under the SOW. Microsoft agrees it will not unreasonably withhold or delay such approval.
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**** = Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
| 2.4. | Hours of Operation |
Days and Hours of Support
Standard Hours of Operation
The vendor will provide and schedule the appropriate staffing to ensure continuous coverage during business hours for each of the geographic areas being served by that center. For public holidays of the host site that are not observed by the target geographic area the vendor must maintain resource coverage.
The target geographic areas are as follows:
Outbound calling must comply with the national, regional and local regulations applicable to business to business calls in each of the markets or countries being served.
It is Vendor’s responsbilility to ensure that all local and national employment laws are complied with in connection with Vendor’s employees.
Should Microsoft wish to extend the times during which Vendor provides Services, Vendor agrees to make all reasonable efforts to comply with such requests after all such requests are documented, via the Change request process as detailed in the VSA.
| 2.5. | Vendor Provided Staff- Management |
| (a) | Vendor shall meet the following minimum requirements with regards to management staffing: |
| 2.6. | Vendor Provided Standard Roles and Levels |
Vendor will staff the telesales function with personnel who possess the following characteristics and minimum credentials and qualifications:
Inside Sales Specialist Online (ISS Online)
The CRM Inside Sales Specialist Online (ISS Online) is a telephone-based resource contacting each new Dynamics CRM Online Trial customer with the objective of conducting customer profiling and basic needs discovery to ensure that each customer is supported in the most appropriate way during their Dynamics CRM Online Trial. The ISS Online will validate customer profile information and understand why the customer has chosen to sign up for the trial. The ISS Online will have targets set ****
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**** = Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
The ISS Online is responsible for understanding the basic needs of the customer from a CRM functionality perspective (i.e. Sales Force Automation, Customer Care etc.) and also augmenting the sign-up profile with additional data account and contact data.
The ISS Online identifies the customer’s next steps and then sets the appropriate expectations with the customer for follow up. The appropriate next steps will depend on a combination of:
The ISS Online has the opportunity to recommend a Microsoft Partner for further engagement, if the customer does not have a preferred incumbent. The ISS Online ensures that the correct resources are engaged by leveraging the Online Success Managers (OSM), CRM Solution Sales Specialists (SSPs), other Microsoft Sales and Services professionals and Microsoft Partners. This role is responsible in ensuring that qualified customers are handed off smoothly to their next Microsoft contact or Partner or to proceed with customer self-service.
Online Success Manager (OSM)
The Online Success Manager (OSM) is a telephone based resource engaging with qualified trial customers, to develop and manage the CRM Online Trial opportunity and then bring it to a successful close. Ultimately, the OSM will be responsible for end to end trial management with the objective of driving customer purchasing decisions and then converting the trial customer to a paid subscriber. The OSM will have targets set **** and will be measured against them.
The OSM will take the customer profile and basic needs discovery and conduct deep opportunity discovery. He/she will provide the customer with a guided demo and walkthrough of their trial instance and provide basic user training. The OSM will refer customers to additional resources and add-on solutions available, if required by the customer. He/she will also support the customer in uploading their data for use during the trial period.
The OSM has the opportunity to recommend a Microsoft Partner for further engagement, if the customer does not have a preferred incumbent.
The OSM will ensure that the correct resources are engaged to support successful trial conversions by leveraging the CRM Solution Sales Specialists, other Microsoft Sales and Services professionals and Microsoft partners. This role is responsible for engaging an appropriate Partner as required and co-selling to drive trial conversion.
The Team Leader provides day-to-day supervision and coaching of the supplier team and plays a vital role in helping the often relatively inexperienced team members navigate the challenging matrix of Microsoft, the partner model and the network of internal Microsoft stakeholders and subject matter experts. The team leader should be dedicated to Microsoft accounts only, where that is not feasible the vendor must notify Microsoft of the shared responsibility.
The primary objective for the Team Leader is to manage his/her team to grow the number and conversion rate of trial customers to paid subscribers whilst maintaining a positive customer satisfaction and increasing Microsoft Dynamics CRM Online market share against the competition (salesforce.com, Oracle CRM On Demand, NetSuite and other on demand CRM offerings). The Team Leader’s role is to:
Other crucial responsibilities of the Team Leader include compiling and maintaining call statistics and ensuring a consistently high quality of operations.
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**** = Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
| 2.7. | Staffing and Staffing Levels |
| 2.7.1. | Initial Program Staffing Commitment |
Any change to level of staffing or staffing location must go through the change order process.
| (a) | United Kingdom Facility Minimum Staffing Commitment |
As of November 1, (estimated launch date) Rainmaker agrees to staff the UK Facility with a minimum level of **** ISS Online and **** OSM resources; after which no increase or decrease in staffing may occur without Microsoft prior written approval. In order for Rainmaker to achieve these goals, Rainmaker has provided an estimate for resources to be onboarded prior to the launch date as outlined below.
Rainmaker will not fall below the estimates but may add resources earlier
| (b) | Austin Facility Minimum Staffing Commitment |
As of November 1, (estimated launch date) Rainmaker agrees to staff the Austin Facility with a minimum level of **** ISS Online and **** OSM resources; after which no increase or decrease in staffing may occur % without Microsoft prior written approval. In order for Rainmaker to achieve these goals, Rainmaker has provided an estimate for resources to be onboarded prior to the launch date as outlined below.
Rainmaker will not fall below the estimates but may add resources earlier
(c) Manila Facility Minimum Staffing Commitment
As of November 1, (estimated launch date) Rainmaker agrees to staff the Manila Facility with a minimum level of **** ISS ONLINE and **** OSM resources; after which no increase or decrease in staffing may occur without Microsoft prior written approval. In order for Rainmaker to achieve these goals, Rainmaker has provided an estimate for resources to be onboarded prior to the launch date as outlined below.
Rainmaker will not fall below the estimates but may add resources earlier
| 2.7.2. | Program Minimum Staffing Commitment |
Rainmaker agrees to staff a minimum of **** Total tele-representatives, **** ISS Online and **** OSM, on a global basis by November 1 th . Microsoft agrees not to request a reduction in the number of resources below **** Total tele-representatives, **** ISS Online and **** OSM. during the first four (4) months of the baseline period. During that same time Microsoft may request to increase resources as outlined in 2.7.2 (a).
| (a) | Change in Staffing Levels |
All staffing changes are subject to the provisions of this SOW. For any change in staffing level as defined below, Rainmaker will adjust and pro-rate invoices based on actual days services were performed during the period. This adjust applies for increases and decreases
| i. | P rogram Resource Changes by Microsoft |
All changes in program commitments and personnel assignments will be managed via the change order process unless specifically permitted by a provision of this section.
| ii. | Addition or Reductions to Program Resource by Microsoft |
Microsoft may request an increase or decrease in ISS Online AND OSM’Ss program staff of not more than **** within **** day period unless otherwise agreed by Rainmaker.
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**** = Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Rainmaker and Microsoft will mutually agree and sign a change order documenting the scope of the staff increase or decrease. The change order effective date will begin no later than on the first day of the following month. Rainmaker will be required to have said staff delivering Services on behalf of Microsoft within **** days of change order effective date.
| iii. | Program Staffing Changes by Rainmaker. |
Unplanned Staff Replacements or Attrition. The parties acknowledge that unplanned changes will occur from time to time and Rainmaker will be required to notify Microsoft within **** of such event, and provide an English language interim coverage plan within **** after said notification.
| iv. | Program Reassignment |
Rainmaker may request the reassignment of Rainmaker personnel with **** days notification to Microsoft. **** The requirement for notice and prior plan to replace is waived if it is determined by Rainmaker that immediate removal of personnel is necessary to protect either party’s interests.
| (b) | Hiring of Rainmaker Personnel |
If Microsoft hires a Rainmaker ISS Online OR OSM into Microsoft Field Sales team, the applicable attrition penalty KPI’s will not apply.
| 2.8. | Service Level Agreements (SLA’s) and Key Performance Indicators (KPI’s) |
| 2.8.1. | In performing the Services hereunder, Vendor shall meet or exceed the metrics described herein |
| (a) | All metrics listed below are to be managed by Rainmaker on a **** basis, reported to Microsoft on a **** basis, and evaluated by both parties **** against milestone objectives. |
| (b) | Vendor’s performance for the purposes of compliance with the service level and key performance indicators described below (together the “Service Levels” and each as further defined in Exhibit A Definition of Terms) shall be measured and calculated on a **** basis. |
| (c) | For the first **** months after the SOW Effective Date, the parties agree that all metrics will be tracked and reported on as agreed to below. This period will be referred to as the “Baseline Period.” No later than **** after the conclusion of the Baseline Period both parties agree to finalize and agree to the KPI targets that will be leveraged to determine the variable component of the vendor payment. |
| (d) | Performance Grading |
At the end of the 1 st **** months Microsoft and Vendor will agree on a mutually acceptable Vendor scorecard to use as part of Vendor performance measurement. This scorecard will comprise of 4 sections.
Vendor must achieve an A score **** for **** months.
| (e) | Service Level Agreement |
All metrics listed in the Core and Supporting Metrics are to be managed by Rainmaker on a **** basis, reported to Microsoft on a **** basis, and evaluated by both parties **** against milestone objectives. During the first **** months of the SOW, the Service Level Agreement’s (SLA) will represent the variable portion of the compensation. The SLA’s are comprised of two components: ****. The total potential penalty will be ****% if the targets are not achieved. The **** will be subject to ****% penalty and the **** will be subject to an additional ****%. Rainmaker will submit the reports as described above.
| i. **** | Metric s |
Service Level Name
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**** = Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
| ii. | **** Metrics |
| TTI P ERFORMANCE M ETRICS ( DURING BUSINESS HOURS ) | ||
| Service Level Name | Target | |
| iii. | **** Monitoring |