Write a statement of work for a vendor or contractor

Help me draft a statement of work (SOW) for a vendor or contractor. What we are buying: [SERVICE or outcome - e.g. "migration of our CRM data and user training"] Background: [why we need it, current situation] Deliverables: [what must be handed over] Timeline and milestones: [key dates] What our side will provide: [access, data, people, decisions, environments] Commercial model: [fixed price / time and materials / milestone payments] Location and working arrangements: [onsite, remote, hours, tools] Draft the SOW with these sections: purpose and background; scope of work; explicit out-of-scope items; deliverables with acceptance criteria; milestones and schedule; client responsibilities and dependencies; vendor staffing and key personnel; assumptions; acceptance process (review period, who signs off, what happens on rejection); change control; reporting and governance; payment schedule tied to milestones. Rules: - Write acceptance criteria so a neutral person could tell whether they were met. - Make dependencies on our side explicit, since they are the most common cause of vendor delay claims. - Flag vague words ("support", "assist", "as needed", "best efforts") and replace them with something measurable. - Use [CONFIRM] for any detail I have not given. Return the SOW draft, then a list of the 5 clauses most likely to cause disputes. Note: have procurement or legal review it, especially liability, IP, and payment terms, which belong in the master agreement.