IT and software services teams sign more paper than anyone budgets for: a client framework agreement, a statement of work for every project, an NDA before either of them, and a data processing schedule the moment client data touches your systems. Karyalo keeps all four on one file, drafted from wording your team has already approved.
A services engagement is rarely one contract. It is a framework signed once, a scope document signed per project, and two schedules bolted on afterwards. The terms that decide whether a project makes money are spread across all of them, which is why the review has to be done on the set rather than on the newest file.
Usually the client's paper, negotiated once and then quietly governing every project for years. The liability cap, the ownership position and the notice periods are decided here, long before anybody knows what the work will be.
Scope, milestones, acceptance and rates. Written fast, often by the delivery lead rather than by whoever negotiated the framework, and it is where fixed-fee risk is created.
Signed before the pitch and then forgotten. It sets how long confidentiality runs, whether marking is required, and sometimes whether your people may carry what they learned into the next engagement.
Attached the moment client data flows through your build or your support desk. Breach notification windows and audit rights live here, and they commit your engineering rota rather than your sales team.
These are the positions services teams argue about most. Each one appears by name in the review list Karyalo runs a contract against, so a finding comes back under the same heading you would have used yourself.
Client paper routinely assigns all work product, defined widely enough to swallow the internal libraries, deployment scripts and accelerators your team brought with them. The position to hold is a carve-out for pre-existing and generic material, with a licence to the client wide enough that they can actually use what you delivered.
A cap measured against fees paid under the whole agreement means a six-week engagement carries exposure earned over three years of unrelated work. Tie it to the fees under the statement of work in question, then check what the carve-outs leave inside it.
Two things sink fixed-fee work: a warranty that the software will be error-free or uninterrupted, and an acceptance process with no clock on it. If nothing deems a deliverable accepted after a set number of days, the project has no end and the final invoice has no trigger.
A non-solicit covering anyone the client has met, running two years, with no carve-out for a public job advert, is a restraint on your whole business. Watch the mirror image as well: whether the client may hire the developer they have worked beside for a year, and at what price.
Notification within twenty-four hours, audit rights on demand and named certifications are promises made by a signature and delivered by engineers. Decide once what your team can genuinely meet, and hold that line on every deal rather than per negotiation.
Most frameworks say the master agreement wins on a conflict. Most statements of work are written as though they do not. Fix the hierarchy, and put anything you meant to change into the document that actually governs it.
Nothing here needs an integration, a rollout or approval from IT. Documents come in as Word and go out as Word, the counterparty needs no account, and the work happens in the same place the contract was drafted.
Scope, acceptance, change control and payment clauses your team has already approved sit in the clause library, each with the fallback you expect to land on. A drafting workflow strings them into a full statement of work, and past signed engagements can be attached so the draft reuses your real defined terms.
Write your positions down once, per agreement type and per side, then run a client framework agreement against them. Every clause comes back green, amber or red, each finding quoting the passage it came from, with a redline you can accept into the document in place.
Send the scope to the engineer who has to build it. Comment threads anchor to the exact passage and sit beside the text without altering it, so the person who owns the file still owns it.
Send the statement of work for signature from the place it was drafted. Each signature stores a hash of the exact text in front of the signer, the certificate of completion travels with the executed PDF, and the version history says which draft went out and who changed what.
In a services business the contract passes through three desks, and none of them belongs to a lawyer.
Writes the statement of work between two projects and inherits whatever the framework already agreed. Approved wording beats the last similar SOW they can find in a folder.
Sees the agreement once, at the end, with no time to read forty pages. A graded finding list with each clause quoted is a five-minute read instead of an hour.
Cannot invoice until acceptance happens or a milestone is signed off. Those dates come out of the executed contract as tracked obligations rather than a note in somebody's calendar.
Paste a client framework agreement or a statement of work. It comes back graded against 17 positions, from limitation of liability to the time bar on bringing claims, each with the wording it found and a suggested redline. Three reviews a day, no account and no email address.
Open the free contract reviewDraft a non-disclosure agreement for India, the US, the UK or the EU, with optional clauses for this industry.
Paste the paper a client sent you and get it graded clause by clause.
Thirty minutes. We build a drafting recipe from one of your statements of work, run your positions against a client framework agreement, and send it for signature while you watch.
