📋 Statement of Work (SOW) Template — Free Template

A project-level Statement of Work that plugs into an existing master services agreement. It pins down scope, deliverables, milestones, pricing, acceptance testing and how changes are approved — while the master agreement keeps governing liability, IP and confidentiality.

Who needs this

Agencies, consultants, contractors and their clients who already have a master agreement and need a clear, signed definition of each new project.

What it covers

• Link to the governing master agreement
• Scope of work and out-of-scope items
• Deliverables and milestone schedule
• Fixed-price or time-and-materials pricing
• Invoicing and payment period
• Acceptance review period
• Written change orders
• Order of precedence with the master agreement

Template clauses

1. Master Agreement

This Statement of Work No. {{sow_number}} ("SOW") is issued under and governed by {{msa_reference}} between the parties (the "Master Agreement"). Capitalized terms not defined in this SOW have the meanings given in the Master Agreement. Except as expressly stated in Section 8, nothing in this SOW amends the Master Agreement.

2. Scope of Work

Service Provider shall perform the following services (the "Services"):

{{scope_of_work}}

The following are outside the scope of this SOW unless added by a Change Order: {{out_of_scope}}

3. Deliverables and Milestones

Service Provider shall deliver the following deliverables (the "Deliverables"):

{{deliverables}}

Milestone schedule:

{{milestones}}

Service Provider shall use commercially reasonable efforts to complete the Services by {{deadline}}. Dates that depend on Client materials, approvals or access move by the length of any Client delay.

4. Fees

{{#when pricing_method=fixed}}FIXED PRICE. Client shall pay a fixed fee of {{fee_amount}} for the Services, invoiced as follows: {{payment_schedule}}.{{/when}}{{#when pricing_method=hourly}}TIME AND MATERIALS. Client shall pay for time actually worked at {{hourly_rate}} per hour, invoiced monthly in arrears with a summary of hours. Fees under this SOW shall not exceed {{fee_cap}} without Client's written approval.{{/when}}

5. Invoicing and Payment

Client shall pay each undisputed invoice within {{payment_net_days}} days after receipt. Client shall notify Service Provider in writing of any disputed amount, with reasons, before the payment date and pay the undisputed portion on time. Pre-approved, reasonable out-of-pocket expenses are reimbursed at cost.

6. Acceptance

Client shall review each Deliverable within {{acceptance_days}} business days after delivery and either accept it or give written notice describing how it fails to meet this SOW. Service Provider shall correct a timely-noticed nonconformity and redeliver, after which the same review period applies. A Deliverable is accepted if Client does not give notice within the review period or uses it in production.

7. Change Orders

Either party may request a change to the scope, Deliverables, schedule or fees. No change is binding until both parties sign a written Change Order describing the change and its effect on fees and schedule. Service Provider is not required to perform out-of-scope work without a signed Change Order.

8. Order of Precedence

If this SOW conflicts with the Master Agreement, the Master Agreement controls, except that this SOW controls for its description of the Services, Deliverables, schedule and fees.

IN WITNESS WHEREOF, the parties have executed this Statement of Work as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

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