Statement of Work (SOW)

# Statement of Work [#XXXX]

**Under:** Master Services Agreement dated [Date] between [Provider Name] ("Provider") and [Client Name] ("Client"). (OR: Standalone — references no MSA.)

**SOW effective date:** [Date]
**Project name:** [Name]

---

## 1. Background

[2-3 sentences describing the Client's situation and the high-level objective of the engagement. Keep factual; this is referenced in disputes about intent.]

## 2. Scope of services

Provider will perform the following services:

1. **[Workstream 1]** — [Specific deliverable description]
2. **[Workstream 2]** — [Specific deliverable description]
3. **[Workstream 3]** — [Specific deliverable description]

**Specifically excluded from scope** (must use a change request to add):
- [Item explicitly out of scope 1]
- [Item explicitly out of scope 2]
- [Anything that comes up in conversation but isn't on the scope list above]

## 3. Deliverables

| # | Deliverable | Format | Acceptance criteria |
|---|---|---|---|
| 1 | [e.g., Discovery report] | PDF, ≤30 pages | Client reviews and accepts within 5 business days; if no response, deemed accepted |
| 2 | [e.g., MVP web application] | Hosted, source code in private GitHub repo | Passes the acceptance test plan in Schedule A; security review completed |
| 3 | [e.g., Training session] | 2-hour Zoom + recorded video | Delivered to ≥5 named attendees |

## 4. Milestones and timeline

| Milestone | Target date | Dependent on |
|---|---|---|
| Kick-off | [Date] | SOW signature; Client purchase order |
| [Milestone 1] | [Date] | Kick-off complete |
| [Milestone 2] | [Date] | Milestone 1 acceptance |
| Final delivery | [Date] | All milestones accepted |

Provider will use commercially reasonable efforts to meet target dates. Material slippage (>10 business days) of any milestone driven by Provider triggers a status review meeting within 5 business days.

## 5. Acceptance procedure

1. Provider delivers the deliverable per Section 3.
2. Client has **[5 / 10] business days** to review and either accept or reject in writing, identifying specific gaps against the acceptance criteria.
3. If Client rejects, Provider has **[5 / 10] business days** to remediate. The cycle repeats up to **[2 / 3] times**.
4. If Client does not respond within the review window, the deliverable is deemed accepted.
5. If after the maximum remediation cycles the deliverable is still rejected, the parties enter a 5-business-day escalation period before invoking the dispute procedure in the MSA.

## 6. Change-request procedure

Any change to scope, deliverables, timeline, or fees must be documented in a Change Request signed by both parties' authorised representatives.

Verbal changes (in meetings, on Slack, in calls) **do not bind** either party until the Change Request is signed. Provider may continue working on out-of-scope items only at Provider's risk and without expectation of additional fee unless and until the Change Request is executed.

The Change Request will state: (a) the changed scope / deliverable, (b) the impact on timeline, (c) the impact on fees, (d) any other affected terms.

## 7. Fees and payment schedule

| Trigger | Amount | Invoice timing |
|---|---|---|
| Signature | $[X] (XX% of total) | On SOW execution |
| Milestone 1 acceptance | $[X] | On acceptance |
| Milestone 2 acceptance | $[X] | On acceptance |
| Final acceptance | $[X] | On final acceptance |

**Total fixed fee:** $[X] (excluding expenses, excluding VAT/sales tax).

[**OR for time-and-materials:** Provider will invoice monthly at $[X]/day for actual days worked, capped at $[Y] without prior written approval.]

Payment terms: **Net 14 days** from invoice. Late payments accrue interest at [4]% above [Bank of England base rate / Federal Reserve prime rate]. Provider may suspend work for invoices unpaid more than 30 days.

## 8. Reasonable expenses

Pre-approved expenses (travel, third-party services, software licences exclusively for the project) will be invoiced at cost plus a [0% / 10%] administration fee. Receipts provided on request. Single expenses over $[500] require advance written approval.

## 9. Intellectual property

[**Default (Provider builds for Client):** All work product created by Provider in performance of this SOW, on payment in full of all sums due, is assigned to Client. Provider retains ownership of pre-existing tools, frameworks, and methodologies (the "Provider IP") and grants Client a non-exclusive, perpetual licence to use Provider IP solely as embedded in the deliverables.]

[**Alternative (license, not assignment):** Work product remains owned by Provider; Provider grants Client a [exclusive / non-exclusive], [worldwide], [perpetual], [royalty-free] licence to use, modify, and distribute the work product for [stated purpose].]

## 10. Term and termination

This SOW commences on the effective date and continues until the final deliverable is accepted, or until earlier terminated.

Either party may terminate this SOW:
- For convenience on **30 days'** written notice (Provider entitled to fees for work completed plus reasonable wind-down costs)
- For material breach not cured within **14 days** of written notice
- Immediately on insolvency, bankruptcy filing, or change of control of the other party

On termination, Provider delivers all work-in-progress in then-current form; Client pays for work performed up to termination plus accepted deliverables not yet invoiced.

## 11. Other terms

All other terms not addressed in this SOW (warranties, limitations of liability, indemnification, confidentiality, governing law) flow from the MSA referenced above. If there is a conflict between this SOW and the MSA, **this SOW prevails** for matters of scope, deliverables, fees, and timeline; the MSA prevails on all other matters.

[**For standalone SOWs (no MSA):** Insert here the standard MSA clauses for warranties, limitation of liability, indemnification, confidentiality, governing law.]

---

**Signed for Provider:**
Name: _______________________
Title: _______________________
Date: _______________________

**Signed for Client:**
Name: _______________________
Title: _______________________
Date: _______________________

---

## Schedule A — Acceptance test plan

[Project-specific test cases that constitute acceptance. Be specific. "The web application loads without errors and supports user registration, login, and account deletion" is better than "the deliverable works."]

## Schedule B — Project team

| Role | Provider side | Client side |
|---|---|---|
| Project sponsor | [Name] | [Name] |
| Technical lead | [Name] | [Name] |
| Day-to-day contact | [Name] | [Name] |
| Acceptance signatory | [Name] | [Name] |

Changes to the named acceptance signatory require written notice.