Updated June 2026

Free Statement of Work (SOW) Template

A formal, sign-ready SOW that defines deliverables, acceptance criteria, period of performance, and pricing. Choose fixed-price, time-and-materials, or unit-rate billing. Use it standalone or issue it under a master service agreement.

IT & software Consulting Agencies Marketing Professional services Design
Not legal advice. This template is general information, not a substitute for a lawyer. For high-value or complex contracts, have a qualified attorney review the final document before signing.
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  • Reviewed June 2026
  • Acceptance criteria included

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1 — Provider

2 — Client

3 — Project & Governing Agreement

4 — Schedule (Period of Performance)

5 — Pricing & Payment

6 — Acceptance & AI Tools

7 — Governing Law

PDF: choose "Save as PDF" in the dialog that opens.

Statement of Work (SOW)

Effective date: enter start date above

1. Parties & Governing Agreement

Service Provider: enter provider name

Client: enter client name

Project: enter project title (IT & software)

This Statement of Work ("SOW") is a standalone binding contract between the parties and contains all terms governing the work described below.

2. Purpose & Objectives

The purpose of this SOW is to define the deliverables, schedule, and pricing for the IT & software project above. State the business objectives and success measures in the downloaded document.

3. Scope of Services & Tasks

The Provider will perform the services and tasks required to produce the deliverables in Section 4. Work outside this scope requires a written change order (Section 8).

Tip: attach a detailed in-scope / out-of-scope list. Add project-specific exclusions in the DOCX.

4. Deliverables & Acceptance Criteria

Each deliverable is accepted only when it meets its stated, measurable acceptance criteria.

Deliverable 1[description] · Acceptance: [measurable criteria]

Deliverable 2[description] · Acceptance: [measurable criteria]

Deliverable 3[description] · Acceptance: [measurable criteria]

Client has 10 business days to review each deliverable and accept, request the included revisions, or reject with specific written reasons. No response = deemed acceptance. 2 rounds of revisions included per deliverable.

5. Period of Performance & Milestones

Period of performance: enter date  →  enter date

☐ Milestone 1: [milestone · due date]
☐ Milestone 2: [milestone · due date]

Client-caused delays extend the Provider's dates day-for-day at no penalty to the Provider.

6. Pricing Model & Payment Schedule

Pricing: enter amount above

Upfront: 25% due on execution before work begins.

Payment terms: Net 30. No IP transfers until all fees are paid in full. Invoices unpaid after the due date accrue 1.5%/month interest.

7. Assumptions & Dependencies

This SOW's estimate and schedule rely on: timely Client feedback and approvals; Client provision of source materials, access, and a decision-maker with authority; and the scope stated in Section 3. If an assumption proves false, affected dates and fees are adjusted via change order (Section 8).

8. Change Control

Scope changes follow a written change-control process: ① Client submits a change request → ② Provider issues a written change order (impact on scope, schedule, and fees) within 3 business days → ③ Client countersigns → ④ work begins. No out-of-scope work is performed without a signed change order.

9. Intellectual Property & AI Tools

Upon receipt of all fees, Provider assigns to Client all right, title, and interest in the accepted deliverables (Section 4). Provider retains its pre-existing Background IP and grants Client a perpetual, royalty-free licence to use Background IP embedded in the deliverables.

10. General Provisions

Provider is an independent contractor, not an employee. Amendments in writing only. Electronic signatures valid (ESIGN Act / UETA).

Governing law: select state above.

Service Provider

Signature

Print name: _______________

Title: ___________________________

Date: ___________________________

Client

Signature

Print name: _______________

Title: ___________________________

Date: ___________________________

Preview — first 4 of 10 sections shown

Statement of Work (SOW) 10 Sections · Ready to sign

Section 1

Parties & Governing Agreement

Service Provider: [Provider Name], [Address]
Client: [Client Name / Company], [Address]
Project: [Project / SOW Title]

This SOW is a standalone contract — or, where selected, is issued under and governed by a master service agreement (MSA), which controls in any conflict.

Section 2

Purpose & Objectives

States the business objectives the project must achieve and how success will be measured — the context that scope, schedule, and cost estimates depend on.

Section 3

Scope of Services & Tasks

Defines the in-scope services and tasks. Anything not listed is out of scope and requires a written change order:

Out of scope (example)
Work not required to produce the listed deliverables
Third-party licences, hosting, or infrastructure costs
Post-delivery support or maintenance
Add project-specific exclusions

Section 4

Deliverables & Acceptance Criteria

Each deliverable is paired with objective, measurable acceptance criteria and an owner:

Deliverable 1 — [description · acceptance criteria]
Deliverable 2 — [description · acceptance criteria]
Deliverable 3 — [description · acceptance criteria]
Add further deliverables…

Deemed-acceptance provision

Client reviews within [10 business days] and accepts, requests included revisions, or rejects with specific reasons. No response within the window = deemed acceptance (Restatement (Second) of Contracts §69).

+ 6 more sections: Period of Performance & Milestones, Pricing & Payment, Assumptions & Dependencies, Change Control, IP & AI Tools, General Provisions — download the full template ↓

Download this statement of work template

Fill in the form above, then download your ready-to-sign document. No account required.

What's included in this statement of work template

Parties section with a standalone-or-MSA toggle and MSA-precedence wording
Purpose and objectives section to anchor scope, schedule, and cost
Scope of services and tasks, with an out-of-scope exclusions list
Deliverables paired with objective, measurable acceptance criteria and an owner
Deemed-acceptance provision with a configurable review window (Restatement §69)
Period of performance and milestone schedule with client-delay extension
Three pricing models — fixed price, time & materials, or unit rate
Payment terms, optional upfront deposit, and late-payment interest
Assumptions and dependencies section that ties to change control
Written change-control process for scope, schedule, and fee changes
IP assignment upon full payment with Background IP licence
AI tools clause — permitted with disclosure or prohibited (2026 best practice)

How to use this statement of work template

Fill in the project details above

Enter the parties, project title, and period of performance, then choose whether the SOW is standalone or issued under an MSA. Pick a pricing model — fixed price, time & materials, or unit rate — and the payment section adapts. The live preview updates as you type.

Download the DOCX

Click "Download DOCX" for a filled Word document. Open it in Microsoft Word, Google Docs, or LibreOffice to complete the deliverables, acceptance criteria, milestones, and objectives for your project.

Write measurable deliverables and acceptance criteria

Pair each deliverable with objective, testable acceptance criteria and an owner — "the API returns 200 for all 12 documented endpoints," not "the API works." Vague acceptance criteria are the leading cause of payment disputes. List any assumptions the estimate relies on.

Get both parties to sign before work begins

Send via a signing tool (Bonsai, DocuSign, PandaDoc) or email as a PDF for wet signatures. Keep a fully executed copy. Do not start work until both signatures are on file.

Do not begin work without a signed SOW. A proposal or estimate is not a contract. Without both signatures you have no binding agreement — the client can walk away without paying and has no obligation to honour scope or payment terms.
Tip: pair the SOW with a master service agreement. For repeat clients, sign an MSA once to cover confidentiality, liability, IP, and disputes — then issue a short SOW per project and select "issued under an MSA" above. Need just the boundaries section instead? Use the scope of work template.

Common addendums to attach:

RequiredMilestone & payment schedule — attach as Exhibit A for projects longer than 4 weeks
CommonNDA / Confidentiality clause — if the client shares proprietary data or trade secrets
CommonAcceptance test plan — the criteria and procedure used to sign off each deliverable
OptionalRate card — labour categories and rates for time & materials change orders

Statement of work template — frequently asked questions

A statement of work (SOW) is a formal project document that defines exactly what a service provider will deliver: objectives, scope of services, specific deliverables, acceptance criteria, the schedule and period of performance, pricing, and payment terms. Once both parties sign it, the SOW is a binding contract. It can stand alone for a one-off project, or be issued under a master service agreement (MSA) that already covers the legal terms — in which case the SOW only needs to define the work itself.
They sit at three levels. A master service agreement (MSA) is the umbrella contract signed once, covering legal terms that apply to every project — confidentiality, liability, IP ownership, dispute resolution. A statement of work (SOW) is the per-project document defining deliverables, schedule, pricing, and acceptance criteria. A scope of work is usually a section within the SOW that lists the specific in-scope and out-of-scope tasks. In short: the MSA sets the rules, the SOW defines the project, and the scope of work draws the boundaries of the work. For just the boundaries section, see our scope of work template.
There are three common pricing models. (1) Fixed-price SOW — one all-inclusive fee for clearly defined deliverables; best when scope is well understood. (2) Time-and-materials (T&M) SOW — billing at hourly or daily rates plus materials; best for evolving or open-ended work. (3) Unit-rate or deliverable-based SOW — a set price per measurable unit or per deliverable; best for repetitive, quantifiable work. A fourth, performance-based SOW, ties payment to outcomes rather than effort. This template lets you select fixed price, time and materials, or unit rate, and adjusts the payment section accordingly.
A complete SOW should cover: (1) the parties and whether it is standalone or issued under an MSA; (2) project purpose and objectives; (3) scope of services and tasks, with out-of-scope exclusions; (4) deliverables, each paired with objective, measurable acceptance criteria and an owner; (5) a schedule with a period of performance and milestones; (6) the pricing model and a payment schedule; (7) assumptions and dependencies that the estimate relies on; (8) a change-control process; and (9) IP ownership and governing law. Documenting assumptions and acceptance criteria up front is the single best protection against disputes.
Yes — once both parties sign it, a statement of work is a legally binding contract, whether it stands alone or is issued under a master service agreement. Without signatures it is only a proposal. When a SOW is issued under an MSA, the MSA's terms (confidentiality, liability, IP) govern and the SOW controls the project-specific details; most MSAs state that the MSA prevails in any conflict. Electronic signatures are valid under the federal ESIGN Act (2000) and the Uniform Electronic Transactions Act (UETA, adopted in 49 states).
Yes — an AI tools clause is now standard practice. Clients in regulated, media, and publishing sectors increasingly require providers to disclose or prohibit generative-AI use, and feeding a client's confidential materials into public AI tools raises data-privacy risks. Under US Copyright Office guidance (Part 2, January 2025) purely AI-generated output is not independently copyrightable, and the Supreme Court declined to review Thaler v. Vidal in March 2026, leaving that position intact — so the SOW should make clear that the provider's human authorship supports the IP it assigns. This template lets you permit AI use with disclosure and human review, or prohibit it outright.
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