Statement of Work Template (Free Word Download)

A statement of work (SOW) is the document you and a client sign for one project. It says what you'll deliver, how the client accepts each deliverable, what's not included, when it's due and what it costs. The free template below works in two ways: under an agreement you've already signed with the client, such as a master service agreement, or on its own with a short set of legal terms. You can read it in full on this page or download it as a Word file with no signup.

It's written for agencies, consultants, IT and software providers, and any business that sells project work to other businesses. Section 2 is where you choose between the two ways of using it, and the table below shows what changes.

In the SOW	Under an MSA or service agreement (Option A of section 2)	On its own (Option B of section 2)
The work, deliverables, timeline and fee	Yes, sections 3 to 12	Yes, sections 3 to 12
Payment terms and overdue invoices	From the agreement	Section 13.1
Who owns the deliverables	From the agreement	Section 13.3
Confidentiality and liability	From the agreement	Sections 13.4 and 13.5
Ending early, governing law	From the agreement	Sections 13.6 and 13.8
Section 13	Delete it	Keep it

If you'd like to send each SOW for e-signing from the client's page, you can try Dovio free. It's a 14-day free trial, no card required.

Checklist: what a statement of work should include

Which terms apply. The agreement the SOW falls under, with its date, or a note that the SOW stands on its own.
Project overview and objectives. Why the client wants the work and what it should achieve.
Scope of work. The tasks and services you'll perform.
Deliverables with acceptance criteria. What you'll hand over, and what each item must do or contain to count as done.
What's not included. The things the client might assume are part of the project.
Timeline and milestones. Start date, milestone dates and final delivery.
Roles and responsibilities. Who works on the project, what the client must provide and by when, and how you'll keep each other updated.
Acceptance and change management. How long the client has to review each deliverable, how many revision rounds are included, and how a change is priced and approved.
Fees and payment schedule. Fixed fee, time and materials with a cap, or a monthly fee, and when each part is invoiced.
Signatures. Someone with authority to sign, on both sides.

Download the statement of work template

The template below is a complete SOW. Copy the text or download it as a Word file. Fill in the fields in square brackets, and where a section offers Option A, B or C, keep one and delete the rest. In section 2, choose Option A if the SOW falls under an agreement you've already signed, and delete section 13. Choose Option B if it stands on its own, and keep section 13. Sections 2, 12 and 13.3 each have their own options. The template calls you the Provider.

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Statement of Work

1. Parties and project

1.1 This Statement of Work number SOW-[001] (this “SOW”) is made on [date] between [Client legal name], [company or registration number], [business address] (the “Client”), and [Provider legal name], [company or registration number], [business address] (the “Provider”).

1.2 Project name: [name]. Start date: [date]. Expected end date: [date].

1.3 Contact person for the Client: [name, email]. Contact person for the Provider: [name, email].

2. Which terms apply

Option A (under an existing agreement): This SOW is made under the [Master Service Agreement / Service Agreement] between the parties dated [date] (the “Agreement”). The terms of the Agreement apply to this SOW, and section 13 does not apply. [For this SOW only, the following sections of the Agreement are changed: [none / section [number]: [the change]].]

Option B (standalone): No other agreement between the parties applies to this work. The terms in section 13 apply to this SOW.

3. Project overview

3.1 Background: [why the Client wants this work done, in two or three sentences].

3.2 Objectives: [what the project should achieve, for example a new website live before [date], or all customer data moved to the new system].

4. Scope of work

4.1 The Provider will perform the following services (the “Services”): [the tasks and activities, for example a discovery workshop, design, development, testing and launch support].

4.2 [The Services are performed [remotely / at the Client’s premises at [address] / at the Provider’s premises].]

5. Deliverables

The Provider will deliver the following. Each deliverable has acceptance criteria that show when it is done.

Deliverable 1: [name]. Description: [what it contains]. Acceptance criteria: [what it must do or contain to be accepted]. Due: [date or week].

Deliverable 2: [name]. Description: [what it contains]. Acceptance criteria: [what it must do or contain to be accepted]. Due: [date or week].

Deliverable 3: [name]. Description: [what it contains]. Acceptance criteria: [what it must do or contain to be accepted]. Due: [date or week].

6. Not included

6.1 The following are not part of this SOW: [what the Client might assume is included, for example copywriting, stock photo licenses, hosting fees, ad spend, training or support after launch].

6.2 Work not described in sections 4 and 5 is outside this SOW and is handled under section 11.

7. Timeline and milestones

7.1 Milestone 1: [name], by [date or number of weeks from start].

7.2 Milestone 2: [name], by [date or number of weeks from start].

7.3 Final delivery: by [date].

7.4 These dates depend on the Client inputs in section 8.2 arriving on time.

8. Roles and responsibilities

8.1 The Provider will staff the project with [names or roles, for example a project lead and two developers]. [The Provider may replace a team member after telling the Client.]

8.2 The Client will provide the following by the dates listed: [content, access to systems and accounts, approvals, and a named person who can approve deliverables].

8.3 If the Client is late with anything under 8.2, the Provider’s deadlines move by the same amount of time.

8.4 Status updates: [for example a short written update every [Friday] and a call every [two weeks]].

9. Assumptions

The price and timeline in this SOW assume that [for example the Client provides final text for all pages before design starts, and the site needs no more than [number] page layouts]. If an assumption turns out to be wrong, either party may request a change under section 11.

10. Acceptance

10.1 When a deliverable is ready, the Provider will tell the Client in writing. The Client then has [number] business days to review it against its acceptance criteria in section 5.

10.2 Within that period, the Client accepts the deliverable in writing (email is enough) or rejects it in writing, listing the criteria it does not meet. [If the Client does neither within the review period, the deliverable counts as accepted.]

10.3 The Provider will fix a rejected deliverable at no extra charge and resubmit it, and the review period starts again. This SOW also includes [number] rounds of revisions per deliverable for requests that go beyond the acceptance criteria. Further rounds are handled under section 11.

11. Changes

11.1 Either party may request a change to this SOW in writing. Email is enough.

11.2 The Provider will reply with the effect on price and timeline. The Provider starts the changed work only after the Client approves that reply in writing. The approved reply becomes part of this SOW.

11.3 Extra work is charged at [the rates in section 12 / the rates in the Agreement / [amount] per hour].

12. Fees and payment schedule

Option A (fixed fee): The Client will pay a fixed fee of [amount] for the Services and deliverables in this SOW, invoiced as follows: [percent] on signing, [percent] at [milestone], and [percent] on acceptance of the final deliverable.

Option B (time and materials): The Client will pay for time spent at [the rates in the Agreement / the following rates: [role]: [amount] per [hour / day]; [role]: [amount] per [hour / day]]. Time is invoiced [monthly / every two weeks] in arrears. The estimate for this SOW is [amount], and fees will not exceed [amount] without the Client’s written approval.

Option C (monthly fee): The Client will pay [amount] per month for [up to [number] hours of] the Services in section 4, invoiced [in advance / in arrears] on the [day] of each month. [Unused hours do not carry over to the next month.]

12.1 Expenses: [none / the following expenses, at cost and with receipts: [list]. Any other expense needs the Client’s written approval in advance].

13. Terms for a standalone SOW (Option B of section 2 only)

13.1 Payment. Invoices are due within [number] days of the invoice date. Payment is made by [bank transfer / card / other method]. Fees exclude [sales tax / VAT], which will be added where applicable. If an invoice is more than [number] days overdue, the Provider may pause work after giving [number] days’ written notice, and deadlines move accordingly.

13.2 Independent relationship. The Provider performs the Services as an independent business and decides how the work is done. Nothing in this SOW makes the Provider, or anyone working for the Provider, an employee, partner or agent of the Client.

13.3 Ownership.

Option A (Client owns the deliverables): Once the Client has paid for a deliverable in full, the Provider assigns to the Client all rights in that deliverable. The Provider keeps its pre-existing tools, methods, templates, code and know-how, and grants the Client a non-exclusive, perpetual license to use them as part of the deliverables.

Option B (Provider keeps ownership): The Provider keeps all rights in the deliverables and grants the Client a [non-exclusive / exclusive], perpetual license to use, copy and modify them for the Client’s own business once paid for in full.

13.4 Confidentiality. Each party will keep confidential any non-public information it receives from the other party about its business, customers, pricing, plans or technology, and use it only to perform this SOW. This obligation lasts for [number] years after this SOW ends. It does not apply to information that is already public, was already known to the receiving party, or must be disclosed by law.

13.5 Limitation of liability. Each party’s total liability under this SOW is limited to the fees paid and payable under it. Neither party is liable for indirect or consequential losses, such as lost profits or lost data. These limits do not apply to [breach of section 13.4, fraud, gross negligence or willful misconduct].

13.6 Ending this SOW. Either party may end this SOW with [number] days’ written notice, or immediately by written notice if the other party materially breaches it and does not fix the breach within [14] days of written notice. When this SOW ends, the Client pays for work performed up to the end date, and the Provider hands over completed work and the Client’s materials.

13.7 General. This SOW is the entire agreement between the parties about the Services. Changes must be in writing and approved by both parties, as set out in section 11. Notices may be sent by email to the contact persons in section 1. If any part of this SOW is found unenforceable, the rest remains in effect. This SOW may be signed electronically.

13.8 Governing law and disputes. This SOW is governed by the laws of [state / country]. The parties will first try to resolve any dispute through good-faith negotiation. Disputes not resolved within [30] days will be settled by [the courts of [location] / arbitration in [location]].

14. Signatures

The parties have signed this SOW on the dates below. [Or: This SOW has been signed electronically by both parties.]

For the Client

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

For the Provider

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

This is a general template, not legal advice. It has not been tailored to your project. If the project involves a lot of money or anything out of the ordinary, have a lawyer review it before you sign.

Statement of work or scope of work?

Both get shortened to SOW, but in most service contracts the scope of work is one section of the statement of work: the list of tasks and services. The statement of work is the whole document around it, with deliverables, acceptance, dates, fees and signatures. In construction, though, the two terms are often used interchangeably.

This template is a statement of work for services between businesses. Section 4 is its scope of work. If you're looking for a building or trade contract, it isn't the right starting point, since those need terms for materials, site safety, permits and inspections that this template doesn't cover.

Using the SOW under an MSA, or on its own

Under an agreement (Option A of section 2). If you've signed a master service agreement or a service agreement with the client, the SOW only needs the project details. Name the agreement and its date in section 2, and delete section 13, since payment terms, ownership, confidentiality and liability already come from the agreement.

If you use our service agreement template, this SOW takes the place of its Schedule A. That agreement wins any conflict, so if a term needs to differ, change the agreement itself and delete the bracketed line in section 2.

The SOW form in Schedule 1 of our MSA template is a short version of this one, with the same fee options and the same bracketed line for listing changes to the MSA. Use the full template when a project needs more: several deliverables with their own acceptance criteria, assumptions behind the price, or a named team. Two things to check against the MSA before you sign:

Which document wins. The bracketed line in section 2 lists any MSA terms this SOW changes. If the MSA wins conflicts unless a SOW names the section it changes, every different term in your SOW (a longer review period, a higher liability cap, a different payment term) must be listed there, or the MSA's version applies. If the SOW wins conflicts, list the changes anyway so nobody misses them.
The review period. Our MSA template gives the client a set number of calendar days to report a deliverable that doesn't match its SOW (section 13.2), while section 10.1 here counts business days. Set the two periods to cover the same time, or list the difference in section 2.

On its own (Option B of section 2). For a one-off project with a new client, you may not have any agreement in place. Section 13 then carries the terms an MSA would otherwise hold: payment, independent relationship, ownership, confidentiality, liability, ending the SOW and governing law. It's deliberately short. If the client comes back with a second project, it's usually worth signing an MSA at that point, so the next SOW can use Option A of section 2.

If you haven't won the project yet, start with a consulting proposal, whose scope and deliverables sections carry straight into sections 4 and 5 here.

Writing acceptance criteria that settle arguments

Acceptance criteria are the part of a SOW that's most often too vague. "The client is satisfied" can't be checked, so every review turns into a negotiation. Good criteria can be checked by someone who wasn't in the room when the SOW was written.

Deliverable	Too vague	Checkable
Website	A modern, responsive design	The [number] page layouts in the approved design, working on phone and desktop in the latest Chrome, Safari and Edge
Data migration	All data moved over	All [number] customer records imported, with a sample of 50 checked against the old system by the Client
Report or strategy	A thorough analysis	A written report covering [topics], with recommendations and a one-page summary, plus one presentation to the Client's team
Training	Staff trained on the system	Two [90]-minute sessions for up to [10] staff, with the slides sent afterward
Integration	The systems talk to each other	New orders in [system A] appear in [system B] within [5] minutes, tested with [10] sample orders

Section 10 then sets the process: a review period, a written yes or no, and free fixes until the criteria are met. Requests that go beyond the criteria use up the included revision rounds. After that, they go through the change process in section 11. The optional deemed-acceptance sentence in 10.2 means a deliverable counts as accepted if the client doesn't answer in time. It keeps the project from stalling while you wait for feedback. Because silence counts as acceptance, agree on a review period the client can actually meet.

Fixed fee, time and materials, or a monthly fee

Section 12 offers three ways to price the work. Pick by how well both sides know the scope.

Fixed fee (Option A). Use it when you can describe the whole job up front, like a website with a set number of layouts. You carry the risk of underestimating, so the assumptions in section 9 matter most here.
Time and materials (Option B). Use it when the scope can't be known up front, like a migration from a system nobody has documented. The client carries the risk, so the template adds an estimate and a cap the fees can't exceed without written approval.
Monthly fee (Option C). Use it for maintenance or support. Set the number of hours each month includes, and describe the services in section 4. If the work is mainly reserved time, a retainer agreement may fit better than a SOW.

Some guides sort SOWs into types by how the work is described: by design specifications, by level of effort, or by measurable results. This template handles all three: specifications or results go in the acceptance criteria in section 5, and level of effort goes in the estimate under Option B or the monthly hours under Option C of section 12.

When the scope changes

Most projects change somewhere along the way. The template's change process in section 11 usually takes three written steps: the client asks for the change (an email is enough), you reply with the effect on price and timeline, and the client approves your reply in writing. The approved reply becomes part of the SOW, so you don't have to rewrite the document. You can copy this reply:

Subject: Change to SOW-[001]: [short description of the change]

Hi [name],

Thanks for the request to [describe the change]. It isn't part of SOW-[001] as signed, so here's what it means for the project.

Price: [amount] extra [as a fixed fee / at our hourly rate, estimated at [number] hours].

Timeline: final delivery moves from [date] to [date].

If you reply to approve this, we'll add it to the SOW under section 11 and start on it. Until then, we'll continue with the work as signed.

[Your name]

If a change is large enough that most of the SOW would be rewritten, sign a new SOW with the next number instead.

Statement of work example

Here's how the key fields read when filled in for a fixed-fee website project. The businesses and amounts are made up.

Section 2: Option A. Under the Master Service Agreement between Quillfield Dental Care and Fernwick Studio dated March 3.
Section 3.2, objectives: A new website with online booking, live before the clinic opens its second location on September 1.
Section 5, deliverable 2: Booking page. Acceptance criteria: patients can book, change and cancel an appointment in the existing booking system, tested with five test bookings by the Client.
Section 6.1, not included: Copywriting, photography, hosting fees and changes to the booking system itself.
Section 8.2, client inputs: Final text and photos for all pages by June 15, and admin access to the booking system by June 1.
Section 9, assumptions: No more than six page layouts. The booking system offers an embeddable booking form.
Section 12, Option A: A fixed fee of $18,000, invoiced 30% on signing, 40% at design approval and 30% on acceptance of the final deliverable.

Statement of work template for the UK

In the UK you'll also see the abbreviation written SoW, and the document is used in the same two ways. To adapt the template for a UK business, make these edits.

In section 1, add each company's registered number and registered office address.
Set the fee fields in section 12 to GBP. For a standalone SOW, write VAT in section 13.1.
Fill in the governing law in section 13.8 with the jurisdiction you choose, for example England and Wales.
Change license to licence in sections 6.1 and 13.3, and willful to wilful in section 13.5, if you prefer UK spelling.

Send the SOW from Dovio

If you record the scoping call with Dovio's notetaker (with the client's permission), the summary is waiting on the client's page when you write the SOW. When it's ready, you send it for e-signing from that same page. Dovio is an EU-hosted AI CRM for small businesses, with e-signing built in.

To send a SOW, open the client's company or contact page and start a new contract from scratch. It doesn't need a saved template. Paste in the template text, fill in the client's details in the square brackets, and add the client as a signer, since a contract started from scratch doesn't pick the signer for you. You can add a price table with the project's fees inside the document.

If you send SOWs with the same structure often, you can save the SOW as a contract template with fields for the client's company and contact details. Those fields fill in from the signer's contact record and their company when you send it. Your own name and email fill in when you're one of the signers.

The client signs through a link in their email, and you see whether each signer has opened the SOW, started signing, signed or declined. When the last person signs, everyone gets the signed copy by email. Each contract appears on the page of every contact it was sent to and on their company's page, so a client's MSA and all its SOWs sit in one list. The contracts page shows the whole flow from template to signed agreement.

Summary

A statement of work turns one project into something both sides can check: the deliverables, the criteria for accepting them, what's not included, the dates and the fee. Use Option A of section 2 when the SOW falls under a master service agreement or service agreement, and Option B of section 2, with section 13, when it stands on its own. The acceptance criteria and the "not included" list deserve the most care: they're what both sides check against when a deliverable is disputed.

Frequently asked questions

What is a statement of work?

A statement of work (SOW) is the document a client and a service provider sign for one project. It describes the work, the deliverables and how each one is accepted, what is not included, the timeline, who does what, and the fees and payment schedule. It either falls under an agreement the parties have already signed, such as a master service agreement, or carries its own short set of legal terms.

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

The scope of work is one part of a statement of work: the list of tasks and services. The statement of work is the whole document, with deliverables, acceptance, timeline, fees and signatures as well. Both are shortened to SOW, and in construction the two terms are often used interchangeably.

What is the difference between a SOW and an MSA?

A master service agreement (MSA) holds the terms that stay the same for every project with a client, such as payment terms, ownership, confidentiality and liability. A SOW describes one project under those terms: the work, the dates and the price. You sign the MSA once and a new SOW for each project.

Can I use a statement of work without an MSA?

Yes. Choose Option B in section 2 of the template, and the SOW stands on its own. Section 13 then supplies the terms an agreement would otherwise cover: payment, independent relationship, ownership, confidentiality, liability, ending the SOW and governing law. If you expect several projects with the same client, an MSA saves you from repeating those terms each time.

What does “deemed acceptance” mean in a SOW?

It means a deliverable counts as accepted if the client neither approves nor rejects it within the review period. The template offers it as an optional sentence in section 10.2. It keeps the project from stalling while you wait for feedback. Because silence counts as acceptance, agree on a review period the client can actually meet.

What happens if the scope changes after the SOW is signed?

Use the change process in section 11. Either party can ask for a change in writing, and an email is enough. You reply with what the change does to the price and the timeline, and the work starts only after the client approves your reply in writing. The approved reply becomes part of the SOW.