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Statement of Work Template

Most unpaid invoices trace back to a statement of work that never defined “done.” A strong SOW pins each deliverable to acceptance criteria and a review window, lists what is out of scope, and says whether the project is fixed fee or time and materials — and how changes are priced either way.

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Rules to know

  • Acceptance criteria prevent payment disputes

    Tie each deliverable to objective acceptance criteria and a review window, with deemed acceptance if the client doesn't respond. Vague acceptance terms are the most common reason invoices go unpaid.

  • Say what's out of scope

    Listing excluded work — extra revisions, content, third-party fees, ongoing support — is the simplest defense against scope creep, and makes change orders easy to justify.

  • An SOW doesn't stand alone

    An SOW usually incorporates the legal terms of an MSA or services agreement. If there is no master agreement, the SOW needs its own IP, liability, confidentiality and termination terms.

  • Fixed fee and time-and-materials need different protections

    A fixed fee needs tight scope and change orders; time-and-materials needs rates, a not-to-exceed cap, and approval for overruns. Mixing them without saying which applies invites disputes.

Last updated 2026-10-05

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Our Statement of Work template as a Word document — a general starting point you fill in yourself. Sign in free to download it.

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What a statement of work covers

  • Project scope and out-of-scope items
  • Deliverables and acceptance criteria
  • Timeline and milestones
  • Fees and payment schedule
  • Change-order process
  • Assumptions and client responsibilities

Frequently asked questions

What is deemed acceptance in a statement of work?
A clause saying a deliverable counts as accepted if the client doesn't reject it in writing within a set review window, or starts using it. It stops projects stalling, and invoices going unpaid, while a client sits on a deliverable.
What should an SOW list as out of scope?
Anything the client might assume is included: extra revisions, content creation, third-party license fees, and ongoing support after acceptance. Naming them up front makes later change orders easy to justify.
How do I cap costs on a time-and-materials SOW?
List the hourly rates by role and add a not-to-exceed amount that can only be raised with the client's written approval. That gives the client a budget ceiling while keeping the flexibility of hourly billing.
Does an SOW need a separate contract?
Usually an SOW sits under an MSA or services agreement that holds the legal terms. A standalone SOW should include those terms itself.
How do I stop scope creep?
List what's out of scope, define acceptance criteria for each deliverable, and require a signed change order for anything new.
Fixed fee or time and materials?
Fixed fees suit well-defined projects; time and materials suits work where the scope will evolve. Either way, the SOW should say how changes are priced.

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