Statement of work template
A statement of work, or SOW, describes one project in detail: what will be delivered, by when, how it's accepted and what it costs. It usually sits under a master services agreement that holds the legal terms. Read this one below, fill in the project, and send it to your client to sign before kickoff.
Updated November 5, 2026 · 3 min read
The contract
Gray blanks are yours to fill in before you send. Each signer fills in the blanks in their color.
- You, before sending
- Client approver
- Provider (you)
Statement of Work
SOW number: SOW number Project name: Project name
This Statement of Work (the "SOW") is made on SOW date between Provider legal name (the "Provider") and Client legal name (the "Client") under the master services agreement between them dated MSA date (the "MSA"). The MSA's terms apply to this SOW. If there is no MSA, section 10 applies instead.
1. Background and objectives
Background and objectives
2. Scope
In scope: In scope
Out of scope: Out of scope. Work outside the scope requires a change request under section 8.
3. Deliverables and milestones
- Deliverable 1 due Deliverable 1 due date
- Deliverable 2 due Deliverable 2 due date
- Deliverable 3 due Deliverable 3 due date
- Deliverable 4 due Deliverable 4 due date
Project start: Project start date Target completion: Target completion date
4. Acceptance
Each deliverable will be accepted when it meets these criteria: Acceptance criteria. The Client will review each deliverable within Review period in business days business days of receiving it and either accept it in writing or list the criteria it fails. The Provider will fix and resubmit it. A deliverable the Client does not respond to within the review period is treated as accepted.
5. Assumptions
The schedule and fees in this SOW assume: Assumptions. If an assumption turns out to be wrong, either party may request a change under section 8.
6. Client responsibilities
The Client will: Client responsibilities. The Client will also make decisions and give feedback within the times this SOW sets.
7. Fees and invoicing
Pricing model: Pricing model Fees and rates: Fees and rates
Total fees under this SOW will not exceed Not-to-exceed amount without a signed change request. The Provider will tell the Client in writing when fees reach 80 percent of that amount.
Invoicing schedule: Invoicing schedule Expenses: Expenses policy
8. Change requests
Either party may propose a change to the scope, deliverables, schedule or fees in writing. The Provider will reply with the change's effect on fees and dates within Days to price a change business days. A change takes effect only when both project leads named in section 9 sign it, and the Provider is not required to start changed work before then.
9. Project contacts and governance
Client project lead: Client project lead Email: Client project lead email
Provider project lead: Provider project lead Email: Provider project lead email
The project leads will meet Status meeting frequency to review progress, risks and open decisions, and the Provider will send a short written status update after each meeting. Either lead may raise an issue they can't resolve together with the other party's executive sponsor, who will respond within five business days.
The Provider decides which of its people work on the project and may replace them, but will give the Client reasonable notice before replacing its project lead and will make sure the replacement is suitably qualified.
10. If there is no MSA
If no MSA applies, these terms do: the Client owns each deliverable once it has paid for it; each party keeps the other's confidential information private; neither party is liable for indirect losses, and each party's total liability is limited to the fees under this SOW; and this SOW is governed by the laws of the state of Governing law state.
11. Signatures
This SOW takes effect when both parties have signed it and ends when every deliverable has been accepted and the final invoice paid, unless it is ended earlier under the MSA. Electronic signatures count as original signatures.
For the Client
For the Provider
Opens it in SignMaster as a template you can edit and send.
A starting point, not legal advice. Have a lawyer review it for your state and situation.
On this page
What an SOW is for
A good SOW is the document both teams open when someone asks whether a thing is in scope. It names the deliverables, the dates and the people responsible, and it says how the client signs off on each piece of work. The legal terms, such as liability, ownership and confidentiality, stay in the master services agreement, so the SOW can be short and specific.
You can use it without an MSA for a single project; this template includes a short fallback section with basic legal terms for that case. For a one-off job with simple terms, a service agreement may be all you need.
What the template covers
- Reference: the SOW number, the project name, and the date of the MSA it belongs to.
- Background and objectives: why the project exists, in two or three sentences.
- In scope and out of scope: what's included, and the nearby work that isn't.
- Deliverables and milestones: up to four outputs with their due dates, plus the project start and target completion.
- Acceptance: the criteria each deliverable is checked against, and how many business days the client has to review it.
- Assumptions and client responsibilities: what the schedule depends on, such as timely access or content.
- Fees and invoicing: fixed price, time and materials, or milestones, with an optional not-to-exceed amount.
- Change requests: how scope changes are priced and who approves them.
- Contacts: each side's project lead, who can approve changes.
Mistakes that sink projects
- Deliverables without acceptance criteria. "Build a dashboard" invites endless tweaking; "a dashboard showing these five metrics, refreshed daily" can be signed off.
- Skipping the out-of-scope list. It's the cheapest way to prevent scope creep: name the obvious extras you're not doing.
- Burying assumptions. If your timeline depends on the client's content by week two, write it as an assumption with a date.
- Time and materials with no cap. Clients want a not-to-exceed figure; agree one, and what happens as you approach it.
- No named approvers. Changes approved by whoever happened to be in the meeting become disputes later.
Silence counts as acceptance
This template treats a deliverable as accepted if the client doesn't respond within the review period. It keeps projects moving, but some clients push back on it, so agree the length of the review period before you send.
How to send it with SignMaster
- 1
Open the template
Choose Use this template above. It opens with the client's approver signing first and you second.
- 2
Write the project in
Fill the gray blanks from your proposal: SOW number, MSA date, objectives, scope, deliverables, milestones, acceptance criteria, fees and your project lead. The client's lead adds their own name and email.
- 3
Attach the detail
If you have a project plan, design brief or rate card, add it to the same envelope as a second document, so everyone signs against the same version.
- 4
Route it to the right approvers
Add the client's project sponsor as the signer. If finance must approve too, add them as another signer and set a signing order so they sign second.
- 5
Kick off from the signed copy
When both sides have signed, the PDF and its certificate of completion reach everyone. Put it in your kickoff deck so the team works to the agreed scope.
Many SOWs with the same shape
Agencies and IT providers often send near-identical SOWs: the same monthly support scope to fifty clients, each with its own hours and price. Keep the parts that vary as gray blanks, put them in spreadsheet columns, and bulk send the batch; each client signs their own. For changes mid-project, a change order form keeps the original SOW intact.
Questions? Answers.
Is a statement of work a contract?
Yes, once both sides sign it. Under an MSA, each signed SOW becomes its own contract that includes the MSA's terms.
Who writes the statement of work?
Usually the provider, because it knows the work, but the client should review the scope, acceptance criteria and assumptions closely before signing.
What's the difference between a statement of work and a scope of work?
The scope of work is one section of the SOW, the description of the work itself. The statement of work adds deliverables, schedule, acceptance, fees and contacts.
How do you change an SOW after it's signed?
With a written change request signed by both project leads, describing the change and its effect on fees and dates. Don't edit the signed SOW itself.