Free Statement of Work (SOW) Template (Word & PDF)

What is a statement of work, and why does it matter?

A statement of work, usually shortened to SOW, is the project-level document in a two-layer contract. The first layer is a main agreement, often called a master services agreement or consulting agreement, that holds the terms that stay the same: how invoices are paid, who owns the work, confidentiality and limits on liability. The SOW is the second layer. It describes a single project: the deliverables, the schedule, the price and how the client signs off.

The split matters because it lets two businesses negotiate the hard legal terms once and then start each new project with a short document. It also puts the commercial detail where disputes actually happen. Disagreements between agencies and clients are seldom about governing law. They are about whether a deliverable was included, whether it was finished, and whether a request was a correction or new work.

A useful SOW therefore does three things a proposal or quote usually does not. It describes each deliverable so that a third person could tell whether it was delivered. It says how and when the client accepts the work, including what happens if the client says nothing. And it says what is not included and how changes get priced before they are done.

When to use this template

You and the client have already signed a master services agreement or consulting agreement, and a new project is starting.
The project has deliverables that can be listed and checked, such as designs, reports, software, campaigns or events.
You want acceptance, exclusions and change requests written down before work starts.
The client's purchasing team asks for a signed SOW before it will issue a purchase order.

When it is not the right document

A first project with a new client where no main agreement exists. Sign a consulting or services agreement first, or the terms on ownership, confidentiality and liability will be missing.
Open-ended retainer work with no defined deliverables, which fits better in the main agreement itself.
Changing the main agreement for all future projects. That needs an amendment to the agreement, not an SOW.
Work for a consumer, or construction and home improvement work, which often have their own required contract terms.

The statement of work template, section by section

The full text is on the left. Beside each section is a plain-language note on what it does and what to decide before you send it. Words in [brackets] are blanks you fill in.

Statement of Work

This Statement of Work (the "SOW") is made on [Date of this statement of work] between [Client's legal name] (the "Client") and [Service provider's legal name] (the "Service Provider").

The Client and the Service Provider are the parties to the [Name of the main agreement] dated [Date of the main agreement] (the "Agreement"). This SOW is issued under the Agreement and describes one project under it.

1. The project

The Service Provider will carry out the following project for the Client (the "Project"): [Project name].

In summary, the Project is:

[Project summary]

2. Deliverables

The Service Provider will deliver the following (the "Deliverables"):

[Deliverables]

Each Deliverable will match its description above in all material respects. Something that is not listed above, and has not been added by a Change Order under the section on change requests, is not a Deliverable.

3. Timeline and milestones

The parties expect the Project to follow this timeline:

[Timeline and milestones]

The Service Provider will make reasonable efforts to meet these dates and will tell the Client promptly if a date is at risk. The dates depend on the Client meeting its responsibilities under this SOW on time.

4. Fees and payment schedule

The Client will pay the Service Provider [Fees for the project] for the Project. The fees will be invoiced as follows:

[Payment schedule]

The fees cover the Deliverables and the work described in this SOW, and nothing else. If the fees are stated as an estimate, the Service Provider will tell the Client before the estimate is reached and will not go more than 10% over it without the Client's written approval. Invoices, payment deadlines, late payment, expenses and taxes are handled as the Agreement says.

5. Client responsibilities

The Client will:

(a) give the Service Provider the access, information, content and materials the Service Provider reasonably needs for the Project, and make sure the Service Provider is allowed to use them for the Project;

(b) name [Client's contact person] as its contact for the Project, with authority to give feedback and approvals for the Client, and tell the Service Provider in writing if the contact changes; and

(c) answer the Service Provider's questions and requests for approval within [Business days for the client to answer questions] business days.

If the Client is late in meeting one of these responsibilities, each date in the timeline that is affected moves back by the length of the delay. The Service Provider will tell the Client the new dates.

6. Acceptance

The Client will review each Deliverable within [Business days to review each deliverable] business days after receiving it (the "Review Period"). Within the Review Period the Client will either accept the Deliverable in writing or reject it by written notice that says specifically how the Deliverable does not match its description in this SOW.

The Client may reject a Deliverable only because it does not match its description in this SOW in a material respect. A new preference or request is handled as a change request.

If the Client rejects a Deliverable as this section allows, the Service Provider will correct it and deliver it again at no extra charge, and a new Review Period starts.

If the Client does not respond within the Review Period, the Service Provider will send the Client a written reminder. If the Client has not accepted or rejected the Deliverable within 5 business days after the reminder, the Deliverable is treated as accepted. A Deliverable is also treated as accepted when the Client puts it to commercial or public use, other than to test it.

7. Out of scope

The following are not part of the Project and are not covered by the fees:

[What is out of scope]

Work that this SOW does not describe is outside the Project even if it is not listed above.

8. Change requests

Either party may ask for a change to the Project in writing. The Service Provider will reply in writing with the effect the change would have on the fees and on the timeline.

A change takes effect only when both parties have agreed in writing to the change, its price and its effect on the timeline (a "Change Order"), before the changed work starts. An email exchange in which both parties clearly agree is enough.

Until a Change Order is agreed, the Service Provider will continue the Project as this SOW describes it and does not have to do the requested work.

9. Order of precedence

This SOW is part of the Agreement, and the terms of the Agreement apply to it. If this SOW and the Agreement conflict, the Agreement governs, unless this SOW names the term of the Agreement that it changes and says that it changes it. A change made that way applies to this Project only.

Terms printed on a purchase order, invoice or similar document do not change this SOW or the Agreement.

10. Term and ending this SOW

This SOW starts on the date above. It ends when every Deliverable has been accepted and the Client has paid the fees, unless it ends earlier.

Either party may end this SOW early in the ways the Agreement allows. If the Agreement does not say how a statement of work can be ended early, either party may end this SOW by giving the other party [Days of notice to end this statement of work early] days' written notice.

If this SOW ends early, the Client will pay for the work performed up to the end date, including a fair share of any fixed fee for work in progress, and the Service Provider will hand over the work in progress that the Client has paid for.

The end of this SOW does not end the Agreement or any other statement of work.

11. General terms

Capitalized words that this SOW does not define have the meanings the Agreement gives them. Ownership of the Deliverables, confidentiality, warranties and limits on liability are as the Agreement says.

This SOW takes effect when both parties have signed it. It can be changed only by a Change Order or by another writing that both parties agree to. The parties may sign this SOW electronically and in separate copies, which together form one document.

The parties agree to the terms of this SOW.

Client

SignatureDate

Name

Title

Service provider

SignatureDate

Name

Title

Check before you send it

A template cannot know your state, your industry or your deal. These are the points most likely to need a change, and the ones to raise with a lawyer.

The main agreement. Confirm that it is signed, that the names and date in this SOW match it, and that it has not expired or been ended. An SOW under an agreement that is no longer in force has nothing to borrow from.
Which document wins. Read the main agreement's precedence clause. If it says a statement of work overrides the agreement, change one of the two so they agree.
Acceptance terms elsewhere. If the main agreement has its own acceptance or warranty process, make sure this SOW's review period and reminder step do not contradict it.
Goods versus services. If the deliverables include physical goods, state sales law has its own rules on inspection, acceptance and rejection that may apply alongside the acceptance section.
Sales tax. Some states tax certain services or digital deliverables. Whether the fees include tax is normally settled in the main agreement, so check what it says for this kind of work.
Fixed fee or estimate. Say clearly in the fees blank which one it is. The 10% rule in the template only applies when the fee is stated as an estimate.
Authority to sign. Larger clients often limit who can sign an SOW or require a purchase order number on it before they will pay an invoice.

How to send it with SignThis

Fill in the blanks. Choose "Send this for signature". After a short sign-up you are asked for the details: names, dates, amounts. Anything you skip stays a blank line.
Add who signs. Add the Client and Service provider, in that order, with their email addresses.
Place the blocks. Detect fields puts signature, date and name blocks on the signing lines. Add a Text block on any blank you want a signer to fill in.
Send. Each person gets a private link and signs in their browser. When the last one signs, everyone receives the sealed PDF and its audit certificate.

To change the wording first, download the Word file, edit it, save it as a PDF and upload that instead.

Questions about the statement of work template

What is the difference between a statement of work and a master services agreement?

A master services agreement holds the terms that apply to every project between the two businesses, such as payment rules, ownership, confidentiality and liability. A statement of work describes one project under it: the deliverables, dates, price and acceptance steps. The agreement is usually signed once; a new SOW is signed for each project.

Can I use a statement of work without a main agreement?

This template is not written for that. It refers to a main agreement for ownership of the work, confidentiality, payment deadlines and limits on liability, and contains none of those terms itself. If you have no main agreement, start with a consulting or services agreement, which can describe the first project in its own services section.

What should a statement of work include?

At a minimum: what will be delivered, described so it can be checked; the schedule; the price and when it is invoiced; what the client must provide; how the client accepts or rejects the work and what happens if it does neither; what is excluded; and how changes are agreed. This template has a section for each of those.

What happens if the client never responds to a deliverable?

Under this template the provider sends a written reminder once the review period has passed. If the client still neither accepts nor rejects the deliverable within 5 business days after the reminder, the document treats it as accepted. The reminder step is there so that acceptance by silence does not come as a surprise.

Can I change the wording or add sections?

Yes. The text is a starting point. To change the wording, download the Word file, edit it, save it as a PDF and upload that to send it. If you only need to fill in the blanks, use "Send this for signature", which asks for them first.