6

Common Problems in
Writing SOWs

Writing an SOW can be difficult. Even if you have developed an outline, getting the first words down on paper can be a problem. One way to start is to write the first draft concentrating only on expressing your ideas of what needs to be done. Focus on describing your requirement without worrying about the format or the language—simply get your ideas down on paper. If you concentrate initially on format and language, you may forget some of your ideas, and the ideas are the important element.

After describing your requirement, you can go back and refine the draft concentrating on the format and language you use. The finished SOW has to describe clearly what is to be accomplished, not how to do it. Detailed “how to” instructions should be used only as necessary to ensure that the contractor is headed in the right direction.

It is important to have someone review and edit your SOW objectively. A review and edit by one of your peers may identify problems that have escaped your attention. Your goal is to produce an SOW that can be processed into an effective contract with little or no change. If the contracting officer has to ask for SOW revisions, the processing of your requirement will be delayed significantly.

GENERAL WRITING GUIDELINES

As you revise the rough draft, organize your thoughts. Ensure that there is a logical flow from sentence to sentence and from paragraph to paragraph. Introduce the topic of each paragraph in the paragraph’s first sentence. Ideally, each paragraph (or subparagraph) should be limited to a single topic. You can check your organization by reading just the first sentence of each paragraph and subparagraph. If these make up a coherent outline of what you want to say, you probably have organized your SOW well.

Within reason, your sentences should be short and concise. Avoid long sentences that must be read several times to determine the meaning. Keep in mind, however, that a string of short, choppy sentences is equally difficult to read.

Readability is usually measured in terms of the sentence length and the number of syllables per word or number of multi-syllable words. The typical readability standard (used by most newspapers and magazines) is an average of 17 words per sentence and an average of 147 syllables per 100 words. This standard, however, is geared for readers with an eighth-grade education. Given the technical nature of many government requirements, it may be difficult to write at that level and still describe your requirement adequately.

A reasonable writing standard for government SOWs ranges from the eighth-grade standard to an average sentence length of 25 words and an average of 167 syllables per 100 words (college level). The lower standard applies to SOWs for standard commercial supplies or services, and the higher standard applies to more complex requirements, such as R&D and technical support services. (These standards are not a reflection on the education of the readers of the SOW but on the complexity of what you have to describe.)

Number your SOW paragraphs using any numbering system that makes sense. A numbering system facilitates the organization of your SOW and the referencing and cross-referencing of SOW information. The number of subparagraphs and lower divisions should be kept to a minimum. If you find that you have a number of divisions below the subparagraph level, you are probably not expressing yourself well. Subparagraph references like 5.2.3.4.1 and 5.A.1.(a)(2)(iii) are too complicated and may cause your readers problems. In addition, use bullets sparingly; they are difficult to reference.

Give some thought to what your SOW will look like when printed. You should make the document as readable as possible by presenting the SOW in a rational format. When considering the font type and size to use, check with your contracting officer to find out what font type and size will be used for the rest of the contract. You do not have to be compatible (the SOW is usually an attachment to the RFP), but your font size should not be smaller than that used in the RFP.

Margins are also important; a tightly typed, single-spaced document that goes from one side of the page to the other is difficult to read. Judicious use of white space can improve the readability of your document. While the printing tools available on your word processor can be effective, you should be careful how frequently you use bold face, italics, and underlining. Overuse can reduce their effectiveness.

COMMON AMBIGUITIES IN SOWS

Ambiguities arise when the SOW is written so that the meaning or intent of the requirement is uncertain, leaving the contractor in doubt about what is required. These ambiguities often result in differing interpretations of the requirements. Ambiguities can make even a simple contract difficult because they obscure the intent of the contract. Unfortunately, the resulting problems usually do not show up until well into contract performance.

Correcting such problems after award is an expensive and time-consuming process and sometimes results in a dispute that must be resolved by a board of contract appeals or a federal court. The boards and courts generally favor the contractor’s interpretation of an ambiguity, as long as it is reasonable, because a contract is usually interpreted against the party who drafted the ambiguous language.

Ordinarily, a contractor enters into a contract with the intent to provide a quality product. This is how the contractor stays in business. However, when faced with an ambiguous SOW, the contractor must make its own interpretations of the requirement. These interpretations are influenced by a number of factors, such as the contractor’s technical competence, its financial status, corporate or individual goals, and the contract schedule. The contractor’s interpretation may produce a result contrary to what you intended.

Contractors are charged with the responsibility to question obvious ambiguities before award, and the government must respond with clear-cut answers. Often, however, ambiguities are not recognized as such initially, and the contractor proceeds based on its own understanding of the requirement. This is why problems with ambiguities usually do not show up until the contract is nearing completion.

The following are some of the ambiguities commonly found in SOWs.

Inconsistency of Requirements

Ambiguities are usually the result of careless writing that causes inconsistencies in the SOW requirements. These inconsistencies occur, for example, when work requirements are set forth throughout the SOW instead of being concentrated in the technical requirements section. Fragmenting the requirement throughout the SOW often results in contradictory (and thus ambiguous) requirements in different places in the SOW. For example:

On page 17 of the same SOW:

If overlooked, this error could have a significant effect on the pricing and staffing proposed by the contractor.

Calling a Requirement by Different Names

Ambiguities also occur when the same requirement is called by different names at different places in the SOW, making it difficult to determine if the description is one or two requirements. For example, the following was found in an SOW for guard services.

It is not clear whether the reference to independent aggressive patrol in (10) refers to the roving patrol in (2) or represents another, unexpressed requirement. The term “independent aggressive patrol” does not fit well with a roving patrol following established schedules and routes. A contractor could easily interpret this to mean a requirement for two different kinds of patrols.

Conflicting or Unreasonable Schedules

Ambiguities are often created when schedules conflict or are not reasonable. For example, an RFP for multiple presentations of 11 different procurement training courses was issued on June 3, with proposals due on July 3. The SOW stated that the contractor was to review and update the existing course materials and begin presentations the first week of October. Course presentations were to be ordered individually through the issuance of delivery orders. The contractor was to price the effort on the basis of a fixed price per delivery order. The last paragraph of the SOW, titled “Contract Schedule” stated:

There are a number of problems with the scheduling in this example. The wording of the SOW indicates that the contractor must begin the review and revision process immediately after award in order to be ready for October presentations (there was no schedule for individual presentations). However, the first sentence of the “Contract Schedule” paragraph could be interpreted to mean that the review and revision process begins when the contractor receives the first delivery order for a course. It could also mean that the revision process is on a per-course basis and starts with the first delivery order for each course.

Furthermore, the schedule is unrealistic. The “Contract Schedule” paragraph provides for a 90-day review and revision process after award; however, there are only 90 days between the due date for proposals and the presentation of the first courses in October. When you consider that the proposals must be evaluated, discussions held, and award made, at best there will be not more than 60 days left after award before the first presentations are due.

This means that the contractor has only 15 days to accomplish the initial review and revisions because the government gets 30 days to review and approve the revised materials, and the contractor gets 15 days to implement any required changes. This does not include the time the government will take to review the contractor’s changes and provide final approval. Also not included is the time it will take the contractor to have the revised course material printed and shipped to where the courses are to be presented.

This schedule clearly will not work. The government would either have to revise the schedule for the initial course presentations or permit the contractor to print and provide the old course materials for the initial courses and print the revised materials later when the revisions are approved. Students in the initial courses will be provided obsolete materials—hardly a goal for a training requirement.

This schedule may also affect the quality of the review and revision process. If the contractor is to meet the schedule, it must expedite the revision process. This is likely to reduce the quality of the revision effort in favor of getting it done in a hurry. This also is not an appropriate goal for a training requirement.

Schedules are a critical factor in any contract. Timing requirements occur both in the description of the work requirements and the description of the delivery requirements. These requirements must be objectively reviewed to ensure that they make sense and do not conflict.

Incomplete Description of Requirement

Ambiguities also occur when the SOW writer assumes that the prospective contractor will, or should, “intuitively understand” a requirement and therefore does not describe it fully. It is a mistake to rely on the contractor’s intuitive understanding, whether it is a sole-source SOW or a competitive procurement.

For example, the first task in an SOW called for the review and revision of eight procurement training courses, stating, “The contractor shall review a sample text of each course and revise course material with new DoD and Navy regulations.”

Federal procurement is first governed by the FAR, then by agency regulations (DoD), and finally by component regulations (Navy). The wording of the SOW indicates that only changes to DoD and Navy regulations are to be considered when revising course materials. FAR changes, unless they require implementation instructions at a lower level, are not reflected in the lower level regulations. In addition, there is usually a time lag between the issuance of FAR changes and implementing instructions at the lower levels. Since the wording in this SOW does not require any revisions resulting from FAR changes, following these instructions might result in inadequate and misleading material.

You might be tempted to assume that any competent contractor would understand what is meant here, and you would be right. However, if a prospective contractor was not all that competent and its proposal did not reflect an intent to ignore FAR changes, you could end up with a contractor who met all the contractual requirements yet produced an inadequate product.

In competitive procurements, some SOW writers leave out parts of a requirement purposefully, on the basis that “any qualified contractor should know this.” In effect, the SOW writer is using the incomplete SOW as an evaluation factor to test the offeror’s competency. If an offeror does not question the missing material and does not address it in its proposal, this indicates that the offeror is not sufficiently qualified to do the work. This is a mistake—understanding a poorly worded SOW should not be a criterion in determining an offeror’s competency.

A contractor is required to do only what is written into the contract. If a requirement is not spelled out in the SOW or a contract clause, it is not a contractual requirement and cannot be enforced without a contract modification and (usually) additional funding. Although there are exceptions to the requirement that everything must be in writing (such as a subtask that is inherently part of the primary task), you cannot count on legal technicalities to rescue you from the results of careless writing.

Vagueness and Generalized Language

Ambiguities often result from vagueness in the SOW—when activities are alluded to but not clearly described, or when passive or indefinite wording is used. Phrases or sentences that are not clearly expressed (or perceived or identified) lack the preciseness needed in a good SOW. For example, the following describes a requirement in a fixed-price SOW for training services:

The SOW did not provide any information on specific locations or the number of overseas training courses (the SOW did provide information on the aggregate of the previous year presentations, but not with respect to where the training was conducted). Vagueness such as this presents significant problems for a contractor who must estimate shipping and travel costs in developing a fixed price for such an effort. In this case the problem could have been resolved by providing for shipping by the government, at government expense, and for instructor travel to be on a cost-reimbursable basis. This would have leveled the competitive playing field and resulted in lower costs to the government.

The major problem with such ambiguities is that they must be corrected before the procurement can proceed. Correction takes time and can have a ripple effect throughout the SOW when correction of one part of the SOW requires correction of other parts. For example, correction of a vague work requirement often requires correction of delivery schedules.

Another example of vague wording:

Who decides the “but not limited to”? This wording permits the contractor to decide what substitute materials to provide. What does “otherwise provided” mean? Assumptions can be made about the interpretation of this sentence, but they will only lead to problems.

Some ambiguities are difficult to detect on review. These usually occur when the SOW writer is unsure how to describe the requirement and uses generalized language. Since a reviewer would probably have the same difficulty describing the requirement, he or she might not recognize the ambiguity. If not detected on review, generalization can (among other things) make it difficult to distinguish between an LOE and a completion SOW. Generalizations can cause the contracting officer to use inappropriate contract clauses or incorrect funding procedures and possibly cause problems with personal versus nonpersonal services.

For example, in a study or analytic effort, a contractor is told to review a number of general areas, but the SOW does not provide any specificity or indicate the relative importance of each area to the final results. The contractor will probably focus on those areas it knows best and minimize coverage of those areas in which it is less competent. As a result, the contractor may fail to focus on those areas of most interest to the government.

In a similar situation, the results may intentionally or unintentionally reflect the contractor’s point of view rather than the objective analysis intended because of the lack of specific direction. This can be a particular problem when dealing with academics who often espouse a particular point of view as part of their academic credentials.

In another example, in a contract for software development, the SOW is not clear regarding the documentation to be provided. If the preparation of complete documentation is expensive or time-consuming, the contractor may choose to provide only the minimum documentation based on the vague definition of what is required. Or, if the contractor is not familiar with the government’s documentation requirements, it may simply fail to understand what is actually required. In either event, the government will get less than what was anticipated.

Vague or generalized language can lead to delays in the procurement when caught and corrected before award; however, correction after award can lead to serious problems in contract administration, ranging from performance delays and increased costs to end products that do not meet the contract requirements. Many contractors (who often know more about how the requirement should be performed than the government) will simply ignore the language problems and perform the contract properly. However, you cannot, and should not, count on the contractor to fix your mistakes. Legally, vague or generalized language gives the contractor the right to interpret the requirements in its favor, and this may not be to the benefit of the government.

Use of Abstractions

Abstractions that are little more than sweeping ideas or fancy concepts that cannot be defined can cause problems. For example:

“Optimum system availability”? “Continuous use”? Who decides what these terms mean? Optimum means the best or most favorable. Continuous means continuing to do something without ceasing or without a break. Does this mean that the preventive maintenance must ensure (make certain) the most favorable system availability for use without a break? Abstractions sound good, but they produce problems when it becomes necessary to enforce them.

Unnecessary Comments

Unnecessary comments or nonessential statements can cause confusion. These most often occur when you try to “fill out” paragraphs that you think are too short. For example:

What papers? The SOW didn’t identify them further. What does “useful guidelines” mean? Does the use of the word “may” indicate that maybe they will not represent useful guidelines? This kind of sentence causes more problems than it resolves.

Poor Sentence Construction

Poorly constructed sentences are always a problem. Have a competent editor or peer review your work. The following is an example of a statement that obviously was never reviewed:

There isn’t anything right about this sentence, except perhaps the spelling. The following is a little better, but still must be read several times before you are reasonably sure of the meaning:

On first reading, the phrase, “through independent aggressive patrol” appears to relate to “gaining unauthorized access.” But this doesn’t make sense, so on the second reading you would probably conclude that the phrase relates to “discover and detain.” You are creating potential problems whenever you write a sentence that must be read twice to be understood.

Typos or Missing Text

Typos and missing lines of text can occur in any document. However, as the language in an SOW carries the weight of the contract, it is especially important that this type of mistake be removed from the document before it causes confusion. For example:

This is clearly a typo, with one or more lines of text missing, and would be caught by a careful review by someone not involved in the writing of the SOW. (This is the kind of typo that the SOW author might miss because the author, knowing what should be there, will read right through it.) If this is not caught before award, the contractor will either have to seek clarification or hope that the missing words are not important.

Improper punctuation can also create problems. For example:

The comma after “correct” appears to be a typo. But it could also indicate a missing word. Most readers would assume the comma is incorrect because the sentence reads well without it. If, however, the comma is correct and wording is missing, this assumption could result in a failure to ask the right questions and thus overlook a significant requirement.

Overly Complicated Vocabulary

It is essential that you do not get carried away with your linguistic abilities. Using big words or technical terminology may demonstrate your educational attainments but does little for effective communication. For example:

Anything this complicated has no place in an SOW. There is probably a simple way to explain this requirement. Again, if you have to read a sentence twice to figure out its meaning, the sentence needs rewriting.

Excessively Long Sentences

Writing excessively long sentences is a common writing problem. Check the length of your sentences when you review your first draft. Rewrite your sentences if they exceed 32 words (this is the number used by many editing programs to signal that a sentence is too long). When your sentences get too long, your thoughts tend to wander too. The result is rambling sentences that are often next to impossible to decipher. For example, the following sentence was found in a contract for the construction of a nuclear plant:

By the time you are done reading this sentence, you have forgotten what the subject was. Think of this sentence whenever you are tempted to shrug off and not correct an excessively long sentence.

CONFLICTS BETWEEN THE SOW AND CONTRACT CLAUSES

Problems with ambiguities are not restricted to the SOW itself. It is important to check the entire RFP and contract to ensure that the clauses and provisions used do not conflict with what is in the SOW. The following example is from a two-part training requirement; the first part was for course development, and the second part was for course presentation.

Do these clauses create an ambiguity? Yes, they do. In the first place, the SOW indicated a requirement for four course presentations. There was no indication that two of the presentations were option quantities. The difference is that the government is not obligated to order the option quantity. Thus we have an SOW that indicates a firm requirement for four presentations and a requirement in Section B that indicates a firm requirement for only two courses. So what is the real requirement?

The ordering clause in Section B also creates uncertainty. The authorization for the use of oral orders indicates that there may be very little lead time between the ordering of a course and its presentation (oral orders are used only when there is not sufficient time to provide a written order). The contractor is committed to presenting the courses, at a fixed price, over a period of two years, whenever the courses are ordered. This affects the contractor’s allocation of its resources because the contractor is committed to make its instructor resources available with possibly very little notice.

Your better contractors are likely to decline to commit their resources to compete for a requirement with this type of uncertainty. They may decide that their resources are better employed competing for requirements that promise a greater return than two to possibly four courses over a two-year period. Revising the ordering clause to indicate that the government will issue its delivery orders in writing, at least 30 days in advance of a requirement for a course presentation, could alleviate the resource allocation problem. But first you must realize that the wording of the ordering clause creates a problem.

There is also a potential conflict between the ordering clause and the key personnel clause. The contractor must provide at least 15 days’ notice of a substitution, but this assumes that the contractor gets at least 15 days’ notice of the requirement for a course presentation. This probably would not be the case if an oral order were to be issued.

The prohibition against key personnel substitutions during the first 90 days of the contract may also create an ambiguity since the first presentation is not scheduled until 90 days after contract award. This holds the key personnel involved with course development in place but does not affect instructor personnel unless there is a need to substitute key instructor personnel before the first course presentation. This prohibition does not make sense—the government always has the right to disapprove a substitution. If the purpose of a clause is not clear, it should be changed; otherwise, you are creating problems for yourself.

The post-award conference requirement is puzzling. The purpose of a post-award conference is to ensure that both the government and the contractor understand the requirements. Post-award conferences are normally held immediately after contract award, before the contractor begins substantial performance, so that there is no wasted effort if problems arise. In this instance, the contractor has 60 days to develop the course material, but the post-award conference will not be held until one-third of the development time has passed. By this time the contractor should be well into the development effort. In a training effort any post-award misunderstandings are more likely to involve the development effort than course presentation. Holding the post-award conference 20 days after award would require a change order to correct problems that could have been avoided if the conference had been held right after award. A change order will cost needless time and money.

As author of the SOW, you are often also responsible for the technical administration of the contract. Problems that occur during contract performance are your problems. You should, therefore, be concerned with the quality of the entire RFP and contract, not just the SOW. Ambiguities caused by conflicts between the contract clauses and the SOW are just as much a problem as ambiguities caused by a poorly written SOW.

The bulk of the contract itself is put together by the contracting officer based primarily on the type of contract used, but there are a number of clauses that are directly related to the type of effort called for in the SOW. The fact that the contracting officer is responsible for the bulk of the contract does not, however, relieve you of the responsibility to ensure that the wording of the contract does not create problems. Once the contract is awarded, you will be responsible for administering the entire contract.

It is critical that you review the entire RFP before issuing it. You need to pay particular attention to the clauses and provisions that are set forth in full text. In the contract example used above, the contracting officer used two different option clauses, both in full text. A review of the contract would have raised the question of why there were two different clauses. A closer look would have revealed that one of the clauses, FAR clause 52.217-8, Option to Extend Services, was not the right clause—this clause is for continuing services (training courses are not continuing services) and has a six-month limitation on the extension of services. The appropriate clause would have been FAR 52.217-9, Option to Extend the Term of the Contract, which permits extensions in increments of one year each. The other option clause used, FAR 52.217-7, Option for Increased Quantity—Separately Priced Line Item, is not authorized for use in service contracts. So if a review had been done, it would have revealed that both option clauses were inappropriate for use.

So what is the problem? None, unless the contractor wanted out of the second year of the contract. Neither of the clauses used could have been exercised over the contractor’s objections because they were not applicable to a training contract. If the government does not use the right clauses, the mistake can be corrected only by a bilateral modification to the contract (there are some exceptions to this, but they do not apply here). In this particular case, the contractor would not have to agree to a contract modification (the contract ends after the first year) or would have to receive some consideration (usually money) from the government for its agreement. In any event, the mistake would cause the government to expend unnecessary time and effort to correct a problem that should have been corrected before issuance of the RFP.

Examine the clauses set forth in full text closely. These are locally developed clauses, agency or FAR clauses that have blanks to be filled in by the offeror, or FAR clauses that are deemed important enough to be set forth in full text. Check them against the requirements of the SOW to ensure that there are no conflicts.

Clauses that are incorporated by reference are usually FAR clauses, and your ability to review them depends on how much research you want to do. You should at least read the titles of these clauses—most are self-explanatory—and ask the contracting officer to explain those that you do not understand.

OBTAINING CONTRACTOR COMMENTS

It is your responsibility, as well as the contracting officer’s, to ensure that the SOW is clear, concise, and free of ambiguity. As noted, you can minimize ambiguities by asking one of your peers to review your SOW. You may also obtain contractor comments by requesting a review of your SOW prior to issuance of the RFP or shortly thereafter.

Draft Solicitations

A draft solicitation is a process in which prospective contractors are asked to review a draft of the RFP before it is issued and to provide comments on anything they think should be changed or clarified. The contractors are told that the draft RFP is not a formal solicitation, and there is no guarantee that a formal solicitation will ever be issued. They are also told that the government will review their comments, and any changes resulting from their comments will be reflected in the formal solicitation, if one is issued. In addition, they are told that their comments will not be revealed to other potential contractors.

The draft solicitation process is an effective means of obtaining contractor comments because the contractors are assured that their comments will be held in confidence. Contractors are much more likely to be candid if they know that their competitors will not see their comments. The FAR¹ now allows for an early exchange of information about a requirement, including consideration of the feasibility of the SOW. This would allow the government to address the contractor’s concerns to ensure a mutual understanding. While a draft SOW alone could also be used, it is usually more effective to permit prospective contractors to see the entire RFP.

This process helps clean up the SOW (and the rest of the RFP) because the prospective contractors will look at the SOW from a contractor’s perspective of “how would I do this?” and see problems that may not have been evident from the government’s perspective.

Preproposal Conference

A preproposal conference is a meeting of prospective contractors held shortly after the RFP has been issued and the contractors have had an opportunity to review the RFP requirements. At the conference, the contractors are briefed on the government requirement and encouraged to ask questions. If the questions cannot be answered on the spot, answers are provided in writing at a later date, when a transcript of the conference, including all questions and answers, is provided. All prospective contractors, including those that did not attend the conference, are provided a copy of the transcript.

This process is less effective than the draft solicitation process, in terms of candid responses, because participants will be reluctant to talk about their firm’s innovations or unique capabilities, or their technical approach, in the presence of their competitors. However, with respect to SOW problems, such meetings can reveal weaknesses in the SOW because participants are not reluctant to point out such problems (unless they plan to take advantage of the weaknesses if they receive the contract award). Preproposal conferences are also administratively burdensome because of the need to transcribe the questions and answers and provide the transcript to all interested parties.

Proposal Preparation Instructions

Ambiguities can also be minimized as an offshoot of the use of proposal preparation instructions. These instructions are used to request work plans, schedules, procedural details, and other information that helps in evaluating the contractor’s understanding of the requirement. However, if a contractor’s proposal indicates a lack of understanding, this may be more of a reflection of your SOW writing than of the contractor’s expertise, particularly if the contractor has a known expertise in the subject matter. This possibility should be explored and any necessary corrections made before contract award.

Despite the fact that amendments to the RFP will delay award, it is far less expensive in terms of time and money to fix an SOW problem before award than after it.

GUIDELINES RELATED TO THE USE OF WORDS

The following guidelines can help you exercise care in your choice of words when writing an SOW:

• Use the word “shall” to express an action by the contractor. The SOW contains what are essentially commands to the contractor. Using the imperative ensures that there is no misunderstanding of the contractor’s responsibilities.

• Use the word “will” to express an action by the government. Do not use “will” in conjunction with contractor actions because the word does not expressly require the contractor to take action. The consistent use of “shall” for contractor actions and “will” for government actions makes it easier to distinguish contractor responsibilities from government responsibilities.

• Avoid words that are vague or inexact. Words such as “similar,” “type,” “average,” and “about” create uncertainties and make it difficult to determine how well the contractor has performed.

• Avoid the use of colloquialisms, buzz words, jargon, and in-house or trade terminology that may not have a common meaning to all readers. The meaning of such terms often varies by geographical area and segments of industry.

• Use words consistently. For example, do not refer to a requirement for a “brace” at one point and later refer to it as a “support.” This causes confusion as to the real meaning and could lead the contractor to provide both a brace and a support. Problems like this are not likely to become evident until after award.

• Use the active rather than the passive voice. Avoid use of the words “should” or “may” when describing contractor actions. For example: “The contractor should establish a program” creates uncertainty as to whether the program is required or desired, in effect permitting the contractor to make the decision. Use the active voice (“The contractor shall establish a program”) to ensure that the action is taken. The passive voice does not specify who is acting.

• Use simple words and phrases when possible. Given the technical nature of many government requirements, any reduction of multi-syllable words will improve the SOW’s readability. When possible, use the active work words from the list in Figure 6-1² to describe contractor actions. This list contains some of the more commonly accepted active work words for use in SOWs. The listing is not intended to be all-inclusive, and its use is optional.

GUIDELINES RELATED TO THE USE OF PHRASES AND TERMS

The following guidelines related to the use of phrases and terms may prove useful in writing a clear, effective SOW:

• Minimize use of the terms “as shown” and “as specified herein” or other terms that inexactly or only generally reference other parts of the SOW, the contract, or another document. Make your references explicit, citing the page or paragraph number of the referenced item.

• Avoid use of the phrases “as required,” “as applicable,” and “as necessary.” These phrases are not sufficiently definitive and leave the action to be taken to the contractor’s discretion. If one of these phrases must be used, explain the specific circumstances under which an action would be “required,” “applicable,” or “necessary.”

• Do not use qualifying phrases to modify the actions of the contractor. SOW requirements must be definitive and clearly stated. The following are examples of qualifying phrases that tend to create ambiguity and misunderstanding:

  “as approved by”	“to the satisfaction of”
  “in the best judgment (or opinion) of”	“insofar as possible”
  “at the discretion of”	“to all intents and purposes”
  “unless otherwise directed by”	“pending future development”

  

  

  FIGURE 6-1:
  Active Work Words

• Do not use the term “and/or.” This term is ambiguous when used in a contract and allows the contractor to decide whether to add (and) or substitute (or). If you cannot determine whether to add or substitute, describe the circumstance as a decision point during contract performance and describe how the decision will be made.

• Be careful about using common phrases that are better explained by a single word. Their use adds words, but not value, to your SOW:

  “in the event that”	— use “if instead
  “it is possible that”	— use “may” instead
  “due to the fact that”	— use “because” instead
  “in connection with”	— use “of,” “in,” or “on” instead
  “in accordance with”	— use “with” or “by” instead
  “the majority of”	— use “most” instead
  “in order to”	— use “to” instead
  “whether or not”	— use “whether” instead
  “in the amount of”	— use “for” instead

• Avoid using blanket phrases that are of little practical value. Blanket phrases are ineffective because they cannot be translated into a definitive performance standard. These include:

  “best commercial practice”

  “good workmanship”

  “maximum reliability”

• Avoid phrases that contribute little to the meaning of the sentence, such as:

  “as noted”	“at the same time”
  “in connection with”	“on the other hand”
  “with reference to”

• Do not call for the contractor “to assist” or perform “as directed” unless the SOW explicitly describes the “assistance” actions or the specific circumstances under which “direction” will be provided. These phrases imply impermissible personal services through detailed supervision of contractor employees and fail to properly define the required effort.

• Watch out for redundant phrases that use two words instead of one. The word in parentheses is unnecessary and in some cases will create an ambiguity:

  “adequate (enough)”	“combine (together)”
  “could (possibly)”	“(mutual) cooperation”
  “separate (out)”	“share (together)”
  “(sound) logic”	“(still) continues”
  “(still) remains”	“(still) retains”
  “sufficient (enough)”	“(essentially) complete”
  “(viable) alternatives	“(considered) judgment”

• Use abbreviations and acronyms properly. Spell the word or phrase out in full the first time used, followed by the abbreviation or acronym in parentheses. Consider spelling the word or phrase out periodically in a long SOW. You may also include a glossary when numerous abbreviations and acronyms are used, but include only those terms used in the SOW.

• Do not use indefinite phrasing to “flesh out” the SOW and make it “sound” better. The following phrases lack specific interpretation and can be defined in a number of different ways, creating ambiguity and misunderstanding:

  “a sufficient number of times”

  “meaningful results”

  “selection among significant alternatives”

  “delivery of pertinent data”

  “utilization of optimum alternatives”

  “maximum use of available technologies”

  “ensure optimum system availability for continuous use”

• Do not use the phrase “may include, but not limited to” or any similar phrase that generalizes what the contractor is to do. This kind of generalization leaves the interpretation to the contractor. You may not like the contractor’s interpretation.

The art of writing has many other guidelines—the guidelines presented in this chapter simply demonstrate some of the more common problems in writing SOWs.

Appendix A shows how to review and revise an SOW.