Statement of Work (SOW) Template (Free)

What this is

A statement of work defines exactly what will be delivered, by when, and for what price, under an existing master services agreement — it's project-specific, where the master agreement covers the ongoing legal relationship.

When to use it

For each new project under an existing Master Services Agreement, without redrafting the full contract
When scope, deliverables and price need to be specific and revisable per project, separate from standing legal terms
Alongside a proposal, as the version that becomes the binding scope document

What to include

Reference to the master agreement

The SOW should state it's governed by the existing MSA, not restate every legal term.

Deliverables

A specific, itemized list — this is the section that actually gets disputed if it's vague.

Acceptance criteria

How the client confirms a deliverable is complete — critical for milestone-based payment.

Milestones and payment schedule

Tied directly to acceptance, not just calendar dates.

Change process

How scope changes are handled — usually a written change order, priced and approved before work proceeds.

The template

Copy this into your own document, or build it directly as a branded page in Hanko. Bracketed text like [Client Name] is a placeholder to fill in.

Not legal advice — This is a starting point, not legal advice. Contract terms — especially liability, IP ownership, termination, and payment enforcement — vary by jurisdiction and by what you and your client actually negotiate. Have a lawyer review any agreement before you rely on it, particularly for larger engagements.

Statement of Work #[001]

This Statement of Work ("SOW") is entered into as of [Date] under the Master Services Agreement between [Agency/Provider Legal Name] and [Client Legal Name] dated [MSA Date], and is governed by its terms.

1. Project Overview

[1-2 sentences describing the project.]

2. Deliverables

• [Deliverable 1 — specific and measurable]

• [Deliverable 2]

• [Deliverable 3]

3. Acceptance Criteria

Client will review each deliverable within [5] business days of delivery and provide written acceptance or specific, written feedback. A deliverable is deemed accepted if Client does not respond within this window.

4. Timeline & Milestones

Milestone 1 — [Deliverable]: [Date], $[amount or %]

Milestone 2 — [Deliverable]: [Date], $[amount or %]

Milestone 3 — [Deliverable]: [Date], $[amount or %]

5. Fees

Total fee under this SOW: $[amount], invoiced per milestone above upon acceptance.

6. Change Orders

Any change to the deliverables, timeline, or fees described above requires a written Change Order signed by both parties before the change is implemented.

7. Governing Terms

All terms of the Master Services Agreement dated [MSA Date] apply to this SOW. In the event of a conflict, this SOW governs for matters specific to this project.

Signatures

Provider: ___________________ Date: ______

Client: ___________________ Date: ______

How to customize it

Number each SOW sequentially if you expect multiple projects under the same master agreement

Make acceptance criteria specific enough to be objectively checkable, not 'client satisfaction'

Set the deemed-acceptance window (silence = accepted) to whatever's realistic for your client's review process

Require a written change order for anything outside the listed deliverables — this is what actually prevents scope creep

Common mistakes

Using an SOW without an underlying master agreement, leaving core legal terms (liability, IP, confidentiality) undefined

No deemed-acceptance clause, which lets a slow-reviewing client indefinitely delay milestone payment

Vague deliverables that can't be objectively confirmed as complete

No change-order process, so 'just one small addition' requests accumulate without ever being priced

Frequently asked questions

Do I need a Master Services Agreement to use a Statement of Work?

Yes, ideally — the SOW is meant to sit under an MSA that covers the standing legal terms (liability, IP, confidentiality, termination). Using an SOW alone leaves those terms undefined.

What's the difference between a Statement of Work and a proposal?

A proposal is the pitch, sent to win the engagement. An SOW is the binding scope document, typically signed alongside or after proposal acceptance, under an existing master agreement.

How specific do acceptance criteria need to be?

Specific enough that both sides can independently agree whether a deliverable meets them — 'the client likes it' isn't a criterion; 'the report includes X, Y and Z sections with data through [date]' is.

Statement of work (SOW) template