Your contract is the tool that will enable you/your client to get specialist goods, works or services to meet a particular need.
You/your client will want to know what goods, works or services the supplier is providing, that it is competent to provide them, and that those works will help you/your client to achieve specific project aims or meet its expectations.
Scope is critical for all contracts – World Commerce and Contracting puts the lack of clear scope first in their top 10 pitfalls to avoid in contracting. It is considered critical by all contract writers – whatever their sector, whatever their specialism and wherever they are in the world.
Aspects to consider
Your description of the goods, works or services should ensure that the supplier clearly understands what it is and what it is not providing. Writing what is not included is an excellent way of both managing expectations and limiting the supplier’s liability.
Avoid being vague as to scope as then it is much harder to determine what is included and what might be an extra (potentially entitling the supplier to more time and money). It also means you/your client has no real idea what the supplier is actually doing, and cannot check that the price, schedule or quality standards are sensible.
Your description of the scope should be succinct and sophisticated. It need to ensure both parties and any outsider can tell when everything that was promised has been completed. Your contract needs to reflect what both parties are doing, not just the supplier.
You should avoid using jargon or technical terms – both because they can lack clarity but also because such a scope might dissuade the client from reading it and agreeing the contract.
Remember, many clients are more interested in the outputs or deliverables – what will it look like, how big will it be and how will it perform? The scope could be outcome-based, listing the deliverables, tests and results for you/your client… not how many bricks, people or weeks are required.
What should you do?
You must include the scope as any contract which does not identify the goods, works or services with certainty might not be a contract at all.
The contractual wording can be relatively light-touch and refer to other documents which describe the goods, works or services in detail such as the proposal, specification, drawings and other items.
This post is based on a chapter in four of the books in the series on Construction Contracts in Just 500 Words (Chapter 11 for letters of intent and Chapter 9 for consultant appointments, small works contracts and subcontract agreements). Each of these chapters also illustrates the perils of getting it wrong, based on a real-life case study, as well as how you can write it simply.