IT and Business Insights for SMB Solution Providers

Ambiguous SOWs and Zombie Attacks: The Result Is the Same

Question: Who is crazier, the MSP who promises to do work for a customer without providing the details of the work to be done, or the customer who doesn’t ask for the details? Answer: Who cares? Either way, it’s a legal disaster waiting to happen.

Service details must appear in your company’s statement of work (SOW). After all, that’s the document that defines the services you provide to your customers and, of course, the document to which your customers will refer when something goes wrong. 

The problem is that the level of ambiguity in SOWs has reached epidemic proportions—like zombie apocalypse proportions, only it’s lawyers, and not zombies, who end up biting your business. Ambiguous SOWs cost MSPs hundreds of thousands of dollars every year in lost services, lost profits, and yes, attorneys’ fees. But never fear, I’m here to protect your profits and save you from the lawyers. (Zombies will cost you extra.)

The root of the problem can be traced back to misguided solution providers who think that ambiguous terms in SOWs will protect them if they over-promise but under-deliver their services. Without a doubt, this strategy—which is used by MSPs from coast to coast—is the single greatest cause of legal wrangles in the managed services industry today.

Case in point: Let’s say a SOW states that a customer will receive “Remote Monitoring and Management of Covered Devices on a 24/7 basis.” Sounds good, right? (If it looks familiar, it’s probably because a similar provision can be found in your own SOW.)

To be clear: That description is a disaster. It’s the iceberg to your Titanic. It’s the garlic to your Dracula. It’s the … well, you get the point. If you don’t see the problems, let me highlight them with that description using the Socratic Method, which is the question/answer method that law schools use to transform unassuming law students into arrogant, egotistical lawyers—the same lawyers that will sue your MSP business for using that description.

Question 1: You say you “monitor” devices 24/7, but you only “manage” devices during business hours, right? But that’s not what your SOW says, right?

Question 2: Your SOW says it applies to “covered devices,” but the covered devices aren’t listed in the SOW, right? And if the “covered devices” change, those changes wouldn’t be reflected in your SOW, right? So we don’t know, by looking at the SOW, which devices are covered, right?

Question 3: You say you “monitor” things—but that doesn’t include CPU utilization, or disk storage space alerts, or power surges, or silent hard drive errors, right? In fact, it’s impossible to know from your SOW what “monitoring” means, right?

Get the picture? I could keep going—and so could a plaintiff’s lawyer. It’s time for you to change course and create SOWs that will protect your business from potentially company-ending liability.

Here’s what I want you to do: Go read your SOW and look for ambiguous terms such as “monitoring” (where the scope of monitoring is not defined), “malware removal” (knowing that some malware, such as ransomware, cannot be removed), and “data backup” (where the SOW doesn’t describe the location of the backed-up data, or how often backups will occur). Then fix those ambiguities and lower the risk of lawyers, litigation, and zombie attacks. OK, maybe not zombie attacks.

Questions? Call or write me. I’m pretty good at finding, and fixing, ambiguities.

Image: Pixabay

About the Author

Bradley Gross's picture

BRADLEY GROSS is the founder and president of the Law Office of Bradley Gross, P.A. Gross is a world-recognized expert in information technology law, and his law firm specializes in transactions involving MSPs, VARs, OEMs, technology solution resellers, cloud solution providers, IT professionals, and technology and media companies globally. Brad can be reached at brad@bradleygross.com, or at (954) 217-6225.

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