Co-Managed Cloud Operations

Operation of ACME's Azure estate under a co-managed model with a contracted step-down, so that operational capability transfers to ACME on a schedule rather than by intention. ⚠ The step-down milestones are acceptance-gated: Supplier is not paid for a phase until ACME demonstrates the capability that phase transfers.

1. Parties, Instrument and Term

2. Background and Purpose

ACME has no production cloud footprint and is migrating an acquired estate onto Azure inside twelve months. Supplier operates that estate under a co-managed model while ACME builds the capability to operate it alone. Why the boundary is drawn here: the engagement is written to end. Every step-down transfers a named capability to named ACME engineers, and the fee falls only when ACME demonstrates it. ⚠ A managed service that never steps down is how a first-time cloud organization stays a first-time cloud organization.

3. Definitions

These terms carry the meaning below wherever they appear in this Statement of Work. Where a term is also defined in the Master Services Agreement and the two differ, the Master Services Agreement governs under §15.

4. Scope of Services

4.1 In scope — Supplier delivered

4.2 Out of scope

The following are not Supplier scope under this instrument. They are stated because an exclusion nobody wrote down is an argument waiting to happen at the moment it is least affordable.

5. Deliverables and Acceptance

Acceptance Criteria are stated here, before work begins. ⚠ A Deliverable is accepted when its criterion is demonstrated, not when Supplier declares it complete.

5.1 Acceptance process

Supplier submits each Deliverable in writing. ACME has 10 business days from submission to accept it or to reject it in writing. A rejection must cite the Acceptance Criterion the Deliverable fails and state what would satisfy it; a rejection doing neither is not a rejection for the purposes of this clause. Supplier remedies and resubmits, and the review period restarts for the resubmitted Deliverable only. A Deliverable neither accepted nor rejected within 10 business days is deemed accepted.

Deemed acceptance protects the supplier, and that is why it belongs in ACME's own template. Without it a client that simply goes quiet suspends payment indefinitely while the supplier carries the cost. ⚠ It also creates the obligation ACME is most likely to fail: C-04 in §6 is a real dependency with a named owner, and on this program the review window repeatedly falls during cutover, when the people qualified to review are the people running it.

6. Client Responsibilities and Dependencies

Supplier performance is conditional on ACME meeting the following. Failure of a Client Dependency does not entitle Supplier to additional payment except through an approved Change Order under §9, but may entitle Supplier to a schedule adjustment of no more than the period of the delay.

⚠ A dependency without a named owner and a date is a wish. These are the clauses a supplier cites when the program slips, and ACME cannot argue with them after the fact — which is precisely the reason to agree them before the work starts rather than once it is late.

7. Fees and Payment

⚠ Fee amounts are carried in the Program Budget and the Vendor Management Plan and are not restated here. What this section fixes is what triggers payment — the term that decides which party carries risk between milestones.

The operating baseline is charged as a fixed monthly fee. Work outside the baseline is charged at Master Services Agreement rates against an approved Change Order under §9. The step-down reductions are acceptance-gated: the fixed fee reduces at each step-down on Acceptance of the capability transfer for that phase, and not before.

This is the clause that makes the step-down real. A co-managed contract that reduces price on a date pays Supplier for the calendar passing. Reducing it on demonstrated ACME capability means Supplier is paid to make itself unnecessary, which is the entire intent of the arrangement.

8. Key Personnel and Service Levels

Supplier shall not replace personnel named as key without ACME's written consent, and shall provide a replacement of equivalent capability at its own cost where it does. Defect response runs to the levels below, measured from ACME's report.

9. Change Orders

Any change to scope, Deliverables, Acceptance Criteria, service levels or fees takes effect only through a written Change Order executed by the same authorities that executed this Statement of Work under §17. Work performed without an executed Change Order is performed at Supplier's risk and is not payable.

⚠ The signature-parity requirement is the operative half of this clause. Scope creep on an integration program is rarely a decision; it is an accumulation of small agreements between people who each lacked authority to make them. Requiring the original signatories makes every increment visible to the person accountable for the commitment.

10. Warranty

WR-03 settles the predictable argument in advance. Every warranty period produces the same dispute: is this a defect you fix, or a change I pay for? Agreeing the classification basis at signature — when neither party knows which side of it they will be on — is worth more than any amount of goodwill negotiated later, once the answer has become financially consequential to someone.

11. Warranty, Support and Version Obligations

The obligations below are mandatory under Vendor Management Plan §5 and are not subject to negotiation on price. They govern the period after acceptance, which is where the cost of an incomplete statement of work is actually incurred.

12. Governance and Escalation

⚠ Suppliers are met individually and never together. A joint forum means discussing one supplier's delivery problems in front of another who may bid for the same work next year — and a supplier will not tell you its delivery lead has resigned with a competitor in the room. Cross-supplier dependencies are brokered through the program.

13. Limitation of Liability

Each party's aggregate liability arising out of or in connection with this Statement of Work is limited to the fees paid and payable under it in the twelve months preceding the event giving rise to the claim. Neither party is liable for indirect or consequential loss.

The following are excluded from that cap and are unlimited:

The cap is a formula rather than a figure, and that matters on a program of this length. A cap fixed in dollars at signature stops tracking the exposure as the engagement grows; a rolling twelve-month cap moves with what Supplier is actually being paid. ⚠ The three carve-outs are the ones ACME cannot accept a cap on, because each can cost more than the whole instrument is worth — a PHI breach is priced by regulators and by the number of members affected, not by what the supplier was paid to prevent it.

14. Termination and Transition Assistance

Transition assistance is negotiated now because it cannot be negotiated later. It is the term a client has least leverage to obtain at the moment it needs it — by then the relationship has usually failed and the supplier has no commercial reason to help. ⭐ Leverage is set by how long you still need someone, not by how long the relationship has left to run, and TM-05 exists because withholding help over a disputed invoice is the most common way this clause is defeated in practice.

15. Order of Precedence

Where documents conflict, the following order applies:

⚠ Supplier proposals rank last deliberately. A proposal is written to win the work: it routinely contains commitments the supplier would not accept as contractual alongside assumptions ACME never agreed. Ranking it above this instrument would import both.

16. General Conditions

17. Execution

This statement of work is not effective until executed by an authorized signatory of both parties and endorsed by ACME Legal. ⚠ Work performed before execution is performed at Supplier's risk and is not payable.

Related: 21A — Vendor Management Plan · 8 — Consulting SOW & Engagement Model · 21 — Vendor & Contract Disposition Matrix · 26 — Quality Plan