How to learn about MSA, SOW, RFP, proposals? (consulting)

Heya @indie001,

As a consultant, you'll likely not need to write an RFP. Usually the client / company / etc will put this together and share it with you.

An SOW is really just a fancy word for a proposal – what do you intend to do / what services will you offer, what's the scope of the project, how will the client be billed, etc.

An MSA is sometimes incorporated into your SOW if the project is smaller. If you intend to do a large project in multiple phases though, an MSA can be used to govern the overall relationship, payments, and other contract language, while your SOW will outline the work to be done in each phase.

One note on RFPs – if you're just getting started in the consulting space you may want to steer clear of these. Very broadly speaking, RFPs are put out by committees or groups that are looking to shop around a project. They intended to stack rank you against other consultants and generally tend to be very heavy and detached from reality. The irony is that most RFPs would benefit from working with a consultant to understand what's possible, what makes sense and what the true needs of a project are. In short, you'll spend a lot of time and energy trying to win most RFPs. If I was to start consulting again today, those wouldn't be my first choice.

Lastly, in case it helps, here's a sample proposal / smaller SOW I've used in the past for web projects in the $5,000-$25,000k range. It includes an outline of services, pricing and some simple legal language:
https://docs.google.com/document/d/1am9S1SDjNerKt7Kwkp3rRt3No10Nu8ElRVTUO-RRJC8/edit?usp=sharing

Having dealt with this a considerable amount I can share some thoughts. I am not a lawyer and this is not legal advice, but I will share my experiences.

To answer your original question about how you learn: I recommend searching the web for example documents. I recommend AGAINST using these without understanding them, but it's a good place to start and to see how others are doing it. Check out places like RocketLawyer, BidSketch, Proposify. Doing this from scratch will suck.

For the documents listed, they are, basically:

• SOW -- A document describing work to be completed and compensation. Execution of this agreement usually means work will be done and fees paid.
• MSA -- Think of this as a higher-level agreement between two parties to establish the nature of the relationship. Execution of this agreement usually just sets terms. I have absolutely signed MSAs and ended up not doing any work for the customer or receiving any payment from them. Having an MSA in place can reduce the amount of legalese needed in a typical SOW, which can reduce friction when closing new jobs for existing clients. As a consultant, a significant amount of revenue is likely to be expansion revenue from existing clients, so an MSA can be quite helpful here.
• RFP -- These are issued by potential customers. Responding to these can be quite time consuming and I don't really recommend pursuing them if you are a one-person shop.

As for what a typical proposal or SOW might look like, here's a high level overview:

• Executive Summary - a small blurb describing the context of the opportunity, the work to be done, and any relevant background information. This shouldn't be much more than a paragraph. This is also an opportunity to describe your background, talents and experience. Sell yourself.
• Scope -- a well-defined list of work to be completed. The goal of this section is to provide a narrow list of features or deliverables for the customer.
• Exclusions -- A well-defined list of work that is not considered in-scope. For example, if you are working on a fixed fee, you will want to make it clear that any additional features or requests outside of the agreed scope will result in a change order.
• Client Responsibilities -- Make it clear that the customer is an active participant in the project and you are relying on them to be available to assist with problems, answer questions, facilitate introductions to other vendors, etc.
• Fees & Payment Schedule -- Define the fees to be paid. Is it Time & Materials? Fixed fee? Do you require payment up front? How much? When is it due?
• Change Procedure -- If you are doing fixed fee work, you need to define the process for making changes to the scope. Same for time & materials. Additionally: what defines a change?
• Estimated Schedule -- Emphasis on estimated. Schedules are constantly changing, and you should make it clear what your delivery timeline is while emphasizing that reality may change it, and the customer must agree to that.
• Project Approval & Notice to Proceed -- This is your signature page. I like to be sure this page has: (a) the total amount, (b) a job code, usually the document ID that is on the bottom of every page, (c) full name of the persons, companies and their physical locations which are participants of the agreement.

Note that some of these sections may be different or not present, and sections not listed above may be required given the nature of the project, the existing agreements in place (MSA defining a rate, for example), and customer requests. There's usually some back and forth on these things, particularly if the budgets are 5 or 6 digits.

As for your question about whether SOWs are different from proposals -- they are often the same thing, in my experience, but I have at times in the past produced budgetary documents when I thought the customer wasn't super serious. You might consider sending a "one-pager" with a scope outline, a suggested budget and schedule, and ask the customer if they'd like to move to a more formalized SOW after they've reviewed your draft proposal. This has saved me a lot of time in the past.

This was long-winded but I hope you find it helpful -- I've been considering writing long form blog posts about these things as I've written hundreds of contracts and completed hundreds of projects as a consultant over the last 15 years. Hope it helped you.

Have a good one,
John

Keep things simple. Most people overcomplicate.
It took me a long time to learn that a proposal is a story, not a brochure (and the hero is the buyer, not the seller).

More proposal resources here: https://www.mimiran.com/category/proposals/