Draft Sow

Statement of Work (SOW)

A Statement of Work is the operative project document in a services relationship governed by a Master Services Agreement. The MSA sets the legal rules (IP ownership, liability, confidentiality, dispute resolution); the SOW sets the commercial specifics — what is being done, by whom, by when, and for how much. Most disputes in services relationships trace back not to the MSA but to a poorly drafted SOW.

When to use this

• Kicking off a new project under an existing MSA framework
• Engaging a consultant, developer, law firm, or other professional services provider for a defined engagement
• Documenting a change to scope, timeline, or fees (use a Change Order, which follows the same structure)
• Any situation where "scope creep" is a real risk and clear boundaries need to be set before work starts

Required inputs

Input	Why it matters	Default
Service Provider (named, consistent with MSA)	Party undertaking the work; consistency with MSA avoids dispute about which entity is performing	Must provide
Client (named, consistent with MSA)	Party paying and receiving deliverables	Must provide
SOW number and title	Identifies this SOW within the MSA relationship; needed for invoicing and correspondence	Must provide
Reference to MSA (date + parties)	Links to the governing legal framework	Must provide
Scope of services (in-scope and out-of-scope)	Defines the work boundaries; explicit out-of-scope list is as important as in-scope	Must provide
Deliverables (with acceptance criteria)	Defines what the Provider must produce and how success is measured	Must provide
Timeline (milestones with dates)	Creates accountability and triggers milestone-based payments	Must provide
Fees (amount, structure, payment schedule)	The commercial core	Must provide
Key personnel	Named individuals whose participation the Client is relying on	List or describe role-level minimum

Optional inputs

• Client dependencies (information, access, approvals that Client must provide; delays relieve Provider)
• Sub-contractor consent process
• Expenses policy (reimbursable expenses cap; pre-approval requirement)
• Intellectual property ownership for deliverables (default in MSA; SOW may deviate for bespoke work-product)
• Deviations from MSA standard terms (these must be explicit)

Document Structure

Header Block

STATEMENT OF WORK NO. [X]
[Project Title]

This Statement of Work ("SOW") is entered into as of [Effective Date] and
is incorporated into and forms part of the Master Services Agreement dated
[MSA Date] between [Provider] and [Client] (the "MSA"). Capitalized terms
used but not defined in this SOW have the meanings given in the MSA.

1. Background

One paragraph describing the Client's business need and why this engagement was initiated. This provides context for scope interpretation — if a dispute arises about whether something is in-scope, the background sets the interpretive frame.

2. Scope of Services

Two lists — both are required:

In-scope:

• Numbered list of specific activities and services
• Use precise action verbs: "design," "develop," "deliver," "train," "configure," "test" — not "assist with" or "support"
• For technology projects: identify specific modules, APIs, environments (dev/staging/production), platforms

Explicitly out-of-scope:

• List activities that could reasonably be assumed to be included but are not
• Example: "Support for legacy system X is out of scope; integration testing beyond the UAT phase is out of scope; ongoing maintenance post-go-live is out of scope under this SOW"

3. Deliverables Table

ID	Deliverable	Description	Format	Acceptance criteria	Target delivery date
D1	Requirements Document	Documented business and technical requirements	Word/PDF	Client written approval within 5 business days of delivery	[Date]
D2	Prototype	Functional prototype meeting requirements D1	Live URL	Client acceptance testing passes >95% of agreed test cases	[Date]
D3	Final Software	Production-ready system	Deployed code + documentation	Passes full UAT; all P1/P2 bugs resolved	[Date]

Acceptance criteria rules:

• Objective tests only: "passes 95% of agreed test cases," "meets specifications in Exhibit A," "compliant with ISO standard X" — not "to Client's satisfaction" or "meets Client's requirements" (too subjective)
• Acceptance period: Client has [5–10] business days from delivery to accept or reject with reasons; silence after [10] business days = deemed acceptance
• Rejection must be in writing with specific reasons; Provider has [5] business days to cure and re-deliver; second rejection triggers dispute resolution

4. Timeline and Milestones

Milestone	Description	Target date	Dependencies on Client	Payment trigger
M1	Kick-off meeting + requirements workshop	[Date]	Client designates project sponsor and technical contact	20% of fixed fee
M2	Requirements Document (D1) approved	[Date]	Client approval of D1 within 5 business days	20% of fixed fee
M3	Prototype accepted (D2)	[Date]	Client test environment access	30% of fixed fee
M4	Final delivery and go-live (D3)	[Date]	Client production environment access; data migration by Client	30% of fixed fee

Client dependency discipline: if Client fails to deliver on a dependency (e.g., approvals, data, environment access), the milestone date adjusts by the same number of business days as the delay. Provider must give prompt written notice of a dependency delay to preserve timeline adjustment rights.

5. Team and Roles

Role	Name (if specified)	Time commitment	Consent required for replacement?
Project Manager	[Name or "Senior PM"]	Full-time for phases 1–3	Yes — Client written consent
Lead Developer	[Name or "Senior Developer"]	Full-time for phases 2–3	Yes
QA Lead	[Role only]	Part-time	No — functional equivalent
Client Project Sponsor	[Name]	2 hours/week	N/A — Client's resource

If specific named individuals are key to the Client's decision to engage the Provider, name them and require written consent for any replacement during the engagement.

6. Fees and Invoicing

State the fee structure and payment schedule clearly:

Fixed fee example:

• Total fee: [Amount]
• Invoice on milestone achievement as per the milestones table
• Invoice due: [Net 30 / Net 45] days from invoice date
• Late payment interest: [base rate + 2% p.a. / as per MSA]

Time-and-materials example:

• Hourly rates by role: Partner [rate], Senior Associate [rate], Associate [rate], Analyst [rate]
• Monthly invoicing based on actual hours; time entries in [1/10 of hour / 15-minute] increments
• Estimated total: [range]; Provider will notify Client when 80% of estimate is consumed before exceeding it
• Hard cap (if applicable): Provider will not exceed [hard cap] without written authorization

Include: which party bears travel and expense costs; expense pre-approval threshold; third-party expenses (court fees, filing fees, expert fees — these should be pass-through at cost).

7. Project-Specific Terms

Any deviations from the MSA standard terms must be stated explicitly here:

• "Notwithstanding Section X of the MSA, the IP in all deliverables under this SOW shall vest in Client on full payment."
• "The limitation of liability in Section Y of the MSA is increased to [2x fees] for this SOW."

8. Conflict of Terms Clause

"In the event of any conflict between this SOW and the MSA, the MSA controls except where this SOW expressly states that it is varying a specific provision of the MSA."

9. Signature Block

Why SOWs Matter

The MSA sets the rules; the SOW sets the specifics. A well-drafted MSA with a vague SOW gives the Client nothing to enforce. Concrete acceptance criteria, explicit out-of-scope lists, and named dependencies are the three elements that most often prevent or resolve disputes.

Anti-Patterns

Pattern	Why it fails
"Scope: as discussed in our kickoff meeting"	Unenforceable; no written record of the meeting content
Acceptance: "to Client's satisfaction"	Too subjective; turns the Client into an arbitrary judge
Timeline: "best efforts"	Not measurable; no consequences for missing
"Deliverables: TBD"	Postpone signing; do not sign a SOW with undefined deliverables
All fees tied to final delivery	Misaligns incentives; use milestone payments tied to intermediate deliverables
No Client dependency provisions	Provider cannot protect its timeline without documented Client obligations

Related skills

• [[draft-msa]]
• [[draft-sla]]
• [[draft-sow-extension]]
• [[draft-schedule-annex-builder]]
• [[review-msa-client-side]]