A paragraph about services and deliverables usually comes at the top of the agreement. Here you’ll see provisions describing the engagement, setting rules about personnel, establishing an SOW process, defining work is accepted, and the like. Keep this book handy to navigate those initial provisions with confidence.

The Engagement

A typical engagement paragraph looks something like this:

<aside> 📑 Agency will provide to Client, on a non-exclusive basis, the services (“Services”) and deliverables (“Deliverables”) described in statements of work (“SOWs”) the parties may sign from time to time. Agency will provide the Services and Deliverables in accordance with the schedule, specifications, and requirements set forth in the applicable SOW. Agency will provide experienced and qualified personnel to provide the Services and the Deliverables. Client may remove any Agency personnel that Client deems unacceptable.


You’ll often see a lot of things jammed into these initial paragraphs, but there are a couple things to keep in mind:

<aside> 📑 Agency will provide experienced and qualified personnel to provide the Services and the Deliverables. If Client reasonably deems any of Agency’s personnel unacceptable, Agency will have 30 days to cure the problem. If uncured, Client may require that Agency remove such personnel from the Client’s project team.


SOW Conflicts

An agreement should contain a provision resolving conflicts between the body of the agreement and the terms of the SOW. This is often in the engagement paragraph or nearby (though can also be buried elsewhere). A typical provision might read as follows:

<aside> 📑 This Agreement governs each SOW. Conflicts between this Agreement and the SOW will be resolved in favor this agreement unless the SOW explicitly states that it is intended to modify the conflicting terms of this Agreement. Both parties must sign a SOW for it to be effective.


The situation this comes up most typically involves payment terms. For example, the body of the agreement will likely say that the Client pays net 30 on monthly invoicing. If your project calls for an advance deposit and monthly advance retainer payments, those specifics will be included in the SOW for the project.

A couple things to keep in mind about how to reconcile conflicts between the Agreement and the SOW:

<aside> 📑 If there is a conflict between the SOW and the terms of this agreement, the terms of the SOW control as to the project described in the SOW.


Acceptance of Work