Free Statement of Work (SOW) Template
A statement of work template defining project scope, deliverables, milestones, acceptance criteria, assumptions, fees and change control under a master agreement.
A statement of work (SOW) describes one specific project under a master services agreement: what will be delivered, when, how it will be accepted, what it costs and what is assumed. A precise SOW is the best protection against scope creep and payment disputes.
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STATEMENT OF WORK NO. [NUMBER]
This Statement of Work ("SOW") is entered into under the [Master Services Agreement / Consulting Agreement] dated [DATE] ("Agreement") between [PROVIDER NAME] ("Provider") and [CLIENT NAME] ("Client"). Terms not defined here have the meanings in the Agreement. If this SOW conflicts with the Agreement, [the Agreement / this SOW] controls for this project.
1. PROJECT OVERVIEW. [One-paragraph summary of the business goal and what the project will achieve.]
2. SCOPE OF SERVICES. Provider will: [LIST ACTIVITIES, e.g., discovery workshops, design, development, testing, training].
3. OUT OF SCOPE. The following are excluded: [LIST, e.g., data migration, content creation, third-party licence fees, post-launch support beyond 30 days].
4. DELIVERABLES AND ACCEPTANCE CRITERIA.
| # | Deliverable | Description | Acceptance criteria | Due date |
|---|---|---|---|---|
| 1 | [NAME] | [DESCRIPTION] | [OBJECTIVE CRITERIA, e.g., passes test cases in Appendix 1] | [DATE] |
| 2 | [NAME] | [DESCRIPTION] | [CRITERIA] | [DATE] |
5. ACCEPTANCE PROCESS. Client will review each Deliverable within [10] business days of delivery and either accept it or give written notice of specific failures against the acceptance criteria. Provider will correct them and resubmit, and Client will re-review only the corrected items within [5] business days. A Deliverable is accepted if Client does not respond in time or uses it in production.
6. MILESTONES AND FEES.
| Milestone | Deliverables | Fee | Invoice trigger |
|---|---|---|---|
| Kickoff | None | $[AMOUNT] | SOW signature |
| [NAME] | [#] | $[AMOUNT] | Acceptance |
| Final | [#] | $[AMOUNT] | Acceptance |
Total: $[AMOUNT] [fixed fee / time and materials estimate at $[RATE] per hour, not to exceed $[CAP] without a change order]. Expenses: [DESCRIBE OR "None"].
7. CLIENT RESPONSIBILITIES AND DEPENDENCIES. Client will provide: [ACCESS, DATA, APPROVERS, ENVIRONMENTS] by [DATES]. Delays in these dependencies will extend affected dates and may result in a change order.
8. ASSUMPTIONS. This SOW assumes: [e.g., one round of consolidated feedback per Deliverable; Client's systems have documented APIs; no more than [NUMBER] stakeholders].
9. PROJECT GOVERNANCE. Provider contact: [NAME, EMAIL]. Client contact with approval authority: [NAME, EMAIL]. Status updates: [weekly call / written report].
10. CHANGE CONTROL. Either party may request changes in writing. Provider will respond within [5] business days with the effect on scope, fees and schedule. No change is binding until both parties sign a change order.
11. TERM. This SOW starts on [DATE] and ends on final acceptance, unless terminated under the Agreement.
PROVIDER: _____________________ Date: __________
CLIENT: _______________________ Date: __________
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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.When to use this template
- Starting a new project under an existing master services agreement.
- Pinning down scope, acceptance and payment for a fixed-price or capped project.
- Turning a proposal into a binding project document.
How to fill it in
- Summarise the goal and list in-scope activities and exclusions.
- Define each deliverable with objective acceptance criteria and dates.
- Tie invoices to milestones or acceptance.
- List client dependencies and assumptions; these protect the schedule.
- Name contacts with approval authority and set change control rules.
Key clauses to check
- Acceptance criteria
- Objective tests prevent endless disputes about "done."
- Out of scope
- As important as scope for avoiding free extra work.
- Dependencies and assumptions
- Protect the provider when the client causes delay.
- Not-to-exceed cap
- Protects the client on time-and-materials work.
- Change control
- Every scope change gets a price before work starts.
Frequently asked questions
What is the difference between an MSA and an SOW?
The MSA sets the legal terms for the relationship; each SOW describes a specific project's scope, deliverables and price.
What should acceptance criteria include?
Objective, testable conditions the deliverable must meet, such as test cases passing or specified features working.
Is an SOW legally binding?
Yes, when signed under a master agreement or with its own terms.
What should a statement of work include?
A good statement of work describes the project goals, specific deliverables, tasks, timeline and milestones, acceptance criteria, pricing and payment schedule, assumptions, what is out of scope, and who the contacts are on each side. It should also say how changes are requested and approved. The more measurable the deliverables and acceptance criteria are, the fewer disputes arise later.
Can a statement of work be used without a master agreement?
Yes, but it then needs to carry the legal terms itself, such as payment, ownership of work, confidentiality, liability limits and termination. A standalone SOW that only lists tasks leaves important questions unanswered. If you plan more than one project with the same client, signing a master services agreement once and adding short SOWs for each project is usually simpler.
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- My Client Cancelled the Project Halfway and There Is No Kill Fee. Am I Owed Anything?A client cancels mid-project and your contract has no kill fee. You can usually still be paid for work done. Here is how to calculate it and make the claim.
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This free template is general information, not legal advice, and is no substitute for a qualified attorney. Laws vary by state; have it reviewed by a lawyer before you use or sign it.