Statement of work

One project, described precisely, under the legal terms of an existing master services agreement. Fill in the scope and the price, send one link, and the customer signs.

A project-level contract that describes exactly what a service provider will deliver, by when, for how much, and how the customer will accept it. It incorporates a master services agreement already signed by the parties, which supplies the legal terms.

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What it covers

When to use it

What it does not do

Signing, witnesses and delivery

The agreement

Statement of Work

This Statement of Work No. [SOW number] (this "SOW"), dated [SOW date], is entered into between [Service provider (your company)] ("Provider") and [Customer (legal entity name)] ("Customer") under, and incorporates by reference, the Master Services Agreement between them dated [Date of the master services agreement] (the "MSA"). Capitalized terms not defined in this SOW have the meanings given in the MSA. This SOW describes the project known as [Project name] (the "Project"). Provider and Customer are each a "Party" and together the "Parties".

1. Scope of Services

Provider shall perform the following Services for the Project: [Scope of services]. Services not described in this SOW are out of scope and, if requested, shall be handled by change order under Section 7. Provider shall perform the Services in accordance with the MSA, using its own personnel and any subcontractors permitted by the MSA.

2. Deliverables

Provider shall deliver the following Deliverables: [Deliverables]. Each Deliverable shall be delivered in the format stated above or, if none is stated, in a format customary for that type of work. Ownership of the Deliverables, and the licence to any Provider Materials incorporated in them, are governed by the MSA.

3. Schedule and Milestones

The Project begins on [Start date] and Provider shall use commercially reasonable efforts to complete it by [Target completion date]. The Project milestones and their target dates are: [Milestones and target dates]. Milestone dates are targets based on the assumptions in Section 6; they are extended day for day by any delay attributable to Customer, including late delivery of materials, feedback or approvals, and by any change order. Provider shall notify Customer promptly if it expects to miss a milestone, and the Parties shall agree in good faith on a revised schedule.

4. Acceptance

When Provider delivers a Deliverable, Customer shall have [Acceptance review period (business days)] business days (the "Review Period") to review it against the description in this SOW and any acceptance criteria stated in it. Before the Review Period ends, Customer shall either accept the Deliverable in writing or give Provider a written notice describing in reasonable detail each material way in which the Deliverable fails to conform.

If Customer gives a proper notice of non-conformity, Provider shall correct the non-conformities within a reasonable time and redeliver, and a new Review Period of the same length begins. If Customer does not deliver a written acceptance or a proper notice of non-conformity before the Review Period ends, or if Customer uses the Deliverable for its intended purpose in production, the Deliverable is deemed accepted. Acceptance of a Deliverable does not waive Provider’s warranties under the MSA. Milestone payments tied to acceptance become due on acceptance, including deemed acceptance.

5. Fees and Payment

Fee basis: [Fee basis]. If the fee basis is fixed price, the total fee for the Services and Deliverables in this SOW is [Total fixed price, or the not-to-exceed amount], payable according to the following schedule: [Payment schedule]. If the fee basis is time and materials, Provider shall bill for time actually spent at [Hourly rate for time-and-materials work and change orders] per hour in quarter-hour increments, invoiced monthly, and the total fees under this SOW shall not exceed [Total fixed price, or the not-to-exceed amount] without a signed change order; Provider shall notify Customer when fees reach eighty percent (80%) of that amount.

Expenses are reimbursable only as provided in the MSA and only with Customer’s prior written approval. Invoices are due, and late payment is treated, as provided in the MSA. Customer purchase order reference, if any: [Customer purchase order number (or “None”)]. Pre-printed terms on a purchase order have no effect.

6. Assumptions and Customer Responsibilities

The fees and schedule in this SOW are based on the following assumptions and on Customer performing the following responsibilities: [Assumptions and customer responsibilities]. Customer shall also provide timely access to the personnel, systems, information and materials reasonably needed for the Project and shall respond to requests for decisions and approvals within the periods stated above or, if none is stated, within five (5) business days. If an assumption proves incorrect or Customer does not meet a responsibility, Provider may propose a change order adjusting the fees, schedule or scope, and is excused from any resulting delay.

7. Change Orders

Either Party may request a change to the scope, Deliverables, schedule or fees by written notice describing the proposed change. Within five (5) business days after a request, Provider shall deliver a written change order stating the effect of the change on the fees, the schedule and the other terms of this SOW. Changed work is priced at the hourly rate in Section 5 unless the change order states a fixed price. No change is effective, and Provider has no obligation to perform changed work, until a change order is signed by both Parties. Minor clarifications that do not affect fees or schedule may be confirmed by email between the project contacts.

8. Project Contacts and Communication

Provider’s project lead is [Provider project lead]. Customer’s project contact is [Customer project contact], who has authority to give feedback, approve Deliverables and sign change orders on Customer’s behalf. The project contacts shall hold a status meeting at least every two (2) weeks and Provider shall provide a written status summary after each. Either Party may replace its contact by written notice.

9. Term; Relationship to the MSA

This SOW begins on the date first written above and ends when all Deliverables have been accepted and all fees paid, unless terminated earlier under the MSA. This SOW is governed by the MSA, including its provisions on confidentiality, intellectual property, warranties, indemnification, limitation of liability, termination, governing law and dispute resolution. If this SOW conflicts with the MSA, the MSA controls, except where this SOW identifies a Section of the MSA by number and states expressly that it modifies that Section for this Project. This SOW may be amended only by a change order or other writing signed by both Parties. This SOW may be signed electronically and in counterparts, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution. Each person signing represents that they are authorized to bind the Party for whom they sign.

Signatures

Service provider · Customer

Statement of Work FAQ

What should a statement of work include?

Enough that a stranger could tell whether the project was delivered: a scope statement, a list of deliverables, milestones with dates, acceptance criteria, the price and payment schedule, and the assumptions the price rests on. The most common disputes come from scope that was described in a proposal or an email but not in the SOW, so put the boundaries in writing, including what is out of scope.

Fixed price or time and materials?

Fixed price suits work whose scope is well understood and gives the customer certainty; the provider bears the risk of underestimating, so the assumptions section matters. Time and materials suits discovery, research and evolving work; a not-to-exceed amount gives the customer a ceiling without forcing the provider to price the unknown. This SOW supports either and lets you set a cap.

How does acceptance work?

The provider delivers a deliverable, the customer has the number of business days you set to test it against the criteria in the SOW, and it either accepts in writing or gives a written list of material non-conformities. If the customer does nothing within that period, or puts the deliverable into production use, the deliverable is deemed accepted. That deemed-acceptance rule is what keeps milestone payments from stalling.

What if the customer wants something that is not in the scope?

Either party can propose a change order in writing describing the change and its effect on fees and schedule. The provider is not obligated to start on changed work until both sign the change order, and the customer is not obligated to pay for unapproved extras, so both sides have an incentive to document changes rather than absorb them.

Can I leave the milestone dates or the customer’s contact blank?

Yes. Any blank you leave becomes a fill-in field the customer completes when they open the link, and you see what they entered before you countersign. Providers usually complete the scope, deliverables and fees and leave only the customer’s project contact and purchase order reference for the customer.

Does this SOW change the MSA?

No. It incorporates the MSA and, if they conflict, the MSA controls. The only exception is a provision in the SOW that names a specific MSA section and states that it overrides it for this project, which is how you would set a different liability cap or a different payment deadline for one engagement.

Related templates

This template is general information, not legal advice. Laws differ by state; review anything important with a lawyer.

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