Statement of Work Red Flags

Designed For:

This screen is designed as a "negative playbook" for automated AI review. Rather than identifying preferred contract language, the playbook flags provisions that should not appear in a Statement of Work. The goal is to ensure SOWs remain limited to business and project-specific terms, without modifying legal terms already governed by the master agreement or other agreements between the parties. The intended outcome is a streamlined review process where AI can quickly distinguish between SOWs that only contain acceptable business terms and SOWs that introduce legal provisions requiring attorney review. This allows low-risk SOWs to move faster while ensuring legal retains oversight of documents that may alter contractual risk or obligations. 

Purpose:

Traditionally, legal teams expect SOWs to define scope, deliverables, timelines, fees, and operational details. They should not be used to amend the master agreement, introduce new legal obligations, change risk allocation, or add provisions that require legal negotiation. This screen should flag any SOW that includes: terms that amend, override, or supersede the master agreement or any other agreement between the parties; indemnity language; liability caps or limitations of liability; data privacy or data protection language; non-compete provisions; non-solicitation provisions; restrictive covenants; governing law provisions; auto-renewal language; termination rights or termination procedures; and/or IP ownership or licensing language. 

Limitations, Assumptions, Details:

Details regarding specific standards and questions are included in the User Guidance.