Statement of work pages with a milestone bar chart laid out on plywood on a renovation site while someone crouches over them with a pencil

Statement of work template ready for signature

A statement of work (SOW) is the document that turns an agreed deal into a precise description of the work: what will be delivered, by whom, by when, how it will be accepted and what it costs. It usually sits under a master services agreement or contract, which covers the legal terms, while the SOW covers this specific engagement. Use it once the client has said yes to your proposal and before work starts. The statement of work template below is complete; replace the text in square brackets.

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The statement of work template

Keep the wording specific. Every vague sentence in a SOW becomes a question during delivery.

Header

Statement of Work [SOW number]

[Project name]

Between [Client legal name] ("Client") and [Your company legal name] ("Provider")

Under the [Master services agreement or contract name] dated [Agreement date]

Effective date [Effective date]

Purpose

This SOW describes the services Provider will perform for Client to [business purpose of the engagement]. Where this SOW and the [Master services agreement or contract name] conflict, the [agreement or SOW] prevails.

Scope of services

Provider will:

[Service one, described as an activity with a clear boundary]
[Service two, described as an activity with a clear boundary]
[Service three, described as an activity with a clear boundary]

Out of scope: [services, systems, locations or tasks not included]. Out of scope work requires a signed change order.

Deliverables

Deliverable	Description	Due date
[Deliverable one]	[Format and content]	[Date]
[Deliverable two]	[Format and content]	[Date]
[Deliverable three]	[Format and content]	[Date]

Schedule and milestones

Work starts on [Start date] and is planned to finish on [End date].

[Milestone one] by [Date]
[Milestone two] by [Date]
[Final milestone] by [End date]

Dates assume Client provides the items in "Client responsibilities" on time.

Acceptance criteria

Each deliverable is accepted when it [objective criterion, for example passes the agreed test cases or matches the approved specification]. Client has [number] business days after delivery to accept or list specific defects in writing. Provider corrects listed defects within [number] business days. A deliverable not rejected within the review period is considered accepted.

Roles and responsibilities

Provider project manager: [Name], [Email]
Client project sponsor: [Name], [Email]
Provider team: [Role] ([number] people), [Role] ([number] people)

Client responsibilities

Client will provide:

Access to [systems, data, sites or people] by [Date]
One point of contact with authority to approve deliverables
Feedback on drafts within [number] business days

Assumptions

[Assumption one, for example all work is performed remotely during business hours, Eastern Time]
[Assumption two, for example Client's environment meets the listed requirements]
[Assumption three]

Fees and payment

Pricing model: [fixed fee, time and materials, or monthly retainer].

Item	Quantity	Price
[Service or role]	[Hours, days or units]	[Rate or price]
[Service or role]	[Hours, days or units]	[Rate or price]
[Expenses, if billable]	[Estimate]	[Price]
Total		[Total price]

Invoicing: [on milestone acceptance, monthly in arrears, or on the listed dates]. Payment is due within [number] days of invoice.

Change control

Either party may request a change in writing. Provider responds within [number] business days with the effect on scope, schedule and fees. No change takes effect until both parties sign a change order.

Term and termination

This SOW runs from [Effective date] until all deliverables are accepted or [End date], whichever comes first. Termination follows the [Master services agreement or contract name]; Client pays for services performed and expenses incurred up to the termination date.

Signatures

For Client: [Signer name], [Signer title], [Signature date]

For Provider: [Signer name], [Signer title], [Signature date]

How to fill in the statement of work template

Header: reference the governing agreement by its exact name and date, and give the SOW a number. Clients with several SOWs need to tell them apart.
Purpose: one or two sentences on why the work exists, plus a precedence clause so nobody argues which document wins.
Scope of services: describe activities with boundaries, for example "migrate up to [number] mailboxes", not "handle the migration".
Deliverables: one row per item with format and due date. If it cannot be delivered, it is an activity, not a deliverable.
Acceptance criteria: make them objective and time-boxed. This is the section that decides when you get paid.
Client responsibilities and assumptions: write down everything you depend on. When the client is late, these lines protect your schedule and fees.
Fees and payment: match the pricing model to the work. Fixed fee needs tight scope; time and materials needs a rate card and a cap or estimate.
Change control: a simple written process is enough, as long as nothing changes without a signature.
Signatures: both parties, with names, titles and dates.

Common statement of work mistakes to avoid

Copying the sales proposal into the SOW, including marketing language that cannot be measured.
Deliverables without acceptance criteria, which leaves "done" open to opinion.
No client responsibilities, so delays on the client side become your cost.
Mixing legal terms into the SOW that already exist in the master agreement and contradict it.
A fixed fee on a scope with words like "support as needed" or "ongoing optimization".
Starting work before the SOW is signed.

Generate this proposal with AI

Paste your approved proposal or the client's requirements, and ProposalCreation drafts this statement of work in about a minute, with scope boundaries, deliverables, acceptance criteria, client responsibilities, fees and change control. Edit any section with AI and send it for legally binding electronic signatures under the U.S. ESIGN Act and UETA, with an audit trail.

Template

Statement of work

What is the difference between a statement of work and a proposal?

A proposal persuades the client to choose you and can be flexible. A statement of work comes after the decision and defines exactly what will be delivered, when, how it is accepted and what it costs. It is part of the contract.

Is a statement of work legally binding?

A signed SOW is usually binding as part of the agreement it references. The exact effect depends on the contract and applicable law, so have important agreements reviewed by your own counsel.

Who writes the statement of work, the client or the vendor?

Either can. Vendors often write it because they know the delivery details, and the client reviews and negotiates. In formal procurement the client may issue the SOW as part of an RFP.

What is the difference between a SOW and a master services agreement?

The master services agreement sets the legal terms for the whole relationship, such as liability, confidentiality and intellectual property. Each SOW then describes one project under those terms, so you do not renegotiate the contract every time.