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PLAYBOOK TEMPLATES
Security Addendum SOC 2 Compliance
A Security Addendum & SOC 2 Compliance Agreement supplements core contracts with detailed cybersecurity, audit, and compliance obligations. This playbook provides strategies for negotiating risk allocation, incident response, and certification evidence.
Pricing & Payment Terms
Negotiation strategy
Negotiate for transparent pricing and milestone-based payments to ensure budget control and timely delivery. Insist on detailed invoicing procedures to facilitate smooth financial operations.
Ensure pricing reflects the scope of work and includes provisions for adjustments if the scope changes. Advocate for clear payment schedules to maintain cash flow.
Essential elements
1
Payment Schedule
Milestone-based payment structure.
2
Invoicing Procedures
Detailed breakdown of services and fees.
3
Escalation Mechanism
Process for resolving billing disputes.
Action framework
ACCEPT
Propose edits if the payment terms are not aligned with the project milestones or if invoicing lacks detail.
EDIT
Reject clauses that allow unilateral changes to pricing or lack dispute resolution mechanisms.
ADD
Add clauses for multi-currency transactions or complex pricing structures if applicable.
PRO TIP
Always ensure that the payment terms are linked to clear deliverables to avoid disputes.
Real-world examples
FAVORABLE
Preferred Pricing Clause
"The fees for the services provided under this Agreement shall be clearly outlined in Exhibit A. The pricing shall be transparent and based on the scope of work agreed upon by both parties. Any changes to the pricing structure must be mutually agreed upon in writing."
NEUTRAL
Standard Payment Terms
"Payments shall be made within thirty (30) days of invoice receipt, subject to verification of services rendered."
UNFAVORABLE
Ambiguous Pricing Clause
"The pricing for services shall be determined at the discretion of the Service Provider and may be adjusted as necessary."
Alternative scenarios & positions
Complex Pricing Structures
In cases of tiered or variable rates, ensure the contract specifies how rates are calculated and any conditions affecting pricing to avoid misunderstandings.
Multi-Currency Transactions
When dealing with multiple currencies, include clear terms for currency conversion and address potential fluctuations to mitigate financial risk.
High-Risk Projects
For projects with significant risk, incorporate clauses that allow for pricing adjustments based on risk assessments and project milestones.
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