Agreements  ›  Statement of Work

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A statement of work (SOW) is a project-specific document that defines what will be delivered, by when, for what price, and under what conditions. It can stand alone or be attached to a master service agreement as the operative document for a specific engagement.

Who uses it

Agencies and vendors issuing project proposals to clients. Companies commissioning specific deliverables. Anyone who needs a single project governed precisely without renegotiating master terms each time.

When to use it

For every discrete project. The SOW converts the conversation about what's possible into a binding commitment about what will be delivered. Use it standalone or attached to an MSA.

When not to use it

Not ideal for open-ended ongoing engagements without defined deliverables — use a retainer agreement. Not a substitute for an MSA when you expect to execute multiple SOWs with the same client.

Seven questions. Then a draft.

1

Parties

Provider and client. Reference to any master agreement if applicable.

2

Project description

Overview of the project, its objectives, and the context.

3

Deliverables

Each named output — format, spec, acceptance criteria.

4

Milestones

Project phases, delivery dates, and what triggers the next phase.

5

Price

Fixed project price or milestone-based payment schedule.

6

Client responsibilities

What the client must provide — feedback, access, assets, approvals.

7

Change-order process

How scope changes are requested, priced, and approved in writing.

A complete SOW. Every section that matters.

Plain-English, project-specific, ready to execute. All sections needed to define a project unambiguously.

Deliverable specifications

Named deliverables with format, quantity, acceptance criteria, and what constitutes client approval of each item.

Project timeline

Phase-by-phase schedule with milestone dates, dependencies, and timeline extension rights if client delays occur.

Payment schedule

Fixed total price broken into milestone payments, deposit terms, and final payment tied to final acceptance.

Client obligations

Timeline for client feedback, what happens when feedback is late, assets and access the client must provide, and approval process.

Change-order clause

Formal process for scope changes — written request, pricing, mutual written approval before work starts. No verbal changes honored.

Acceptance procedure

How deliverables are reviewed, how feedback is submitted, deemed-accepted language if the client doesn't respond within a defined window.

Where SOWs fail to protect you.

The most common reasons projects go over scope, over time, and under-paid.

Mistake

No acceptance criteria

Without defined acceptance criteria, the client can reject deliverables indefinitely. Define what "done" means before you start.

Mistake

No client-delay clause

If the client delays providing content, feedback, or access, the timeline should automatically extend. Without this clause, you still own the deadline.

Mistake

Verbal change orders

Oral agreement to do extra work without a signed change order means you will likely do it for free. All scope changes must be in writing.

Mistake

Final payment tied to vague approval

Tying final payment to "client satisfaction" rather than defined acceptance criteria gives clients leverage to withhold payment indefinitely.

How it looks in practice.

Example input

"Web agency building a Shopify store. 12-week project, $22,000 fixed. Three phases: discovery, design, development. 50% upfront, 25% at design approval, 25% at launch. Client provides all product content within 2 weeks of kickoff. Washington state law."

Output preview

A 10-section SOW, Washington-governed. Three milestone phases with dates. Named deliverables for each phase with acceptance criteria. $22,000 payment schedule. Client content deadline with automatic timeline extension for delay. Change-order process with written approval requirement.

Download options

Word (.docx) for editing in any tool. PDF for sending out as-is. Both formats, no watermark, no account needed.

Where AI ends, counsel begins.

BizDraft is a drafting tool. It is not a substitute for a lawyer who knows your specific situation. Reach for one when:

Large government or enterprise contracts

Government SOWs often have mandatory FAR/DFAR clauses. Enterprise clients may impose their own standard terms. Attorney review is warranted.

Complex IP situations

When the project output will be patented, licensed to third parties, or incorporates pre-existing IP with complicated ownership, get an IP attorney involved.

High penalty provisions

If the client wants liquidated damages for late delivery or significant penalty clauses, have a lawyer review what you're agreeing to.

Statement of work questions.

Do I need an MSA if I have an SOW?

Not necessarily. A standalone SOW with full terms works for a single project. An MSA makes sense when you expect to do multiple projects with the same client — it sets the baseline terms once, and each SOW just defines the specific project.

What is the difference between a SOW and a project proposal?

A proposal is pre-signature — it describes what you could do. A signed SOW is a contract — it says what you will do, by when, for how much. A proposal can be converted into an SOW when both parties agree.

What happens if the scope needs to change?

A change order is issued. The change order describes the additional work, its price, and the impact on the timeline. Both parties sign it before the extra work begins. The SOW change-order process defines how this works.

Can the client withhold payment if they don't like the deliverable?

Only if the deliverable doesn't meet the agreed acceptance criteria. Subjective "I don't like it" is not a valid reason to withhold payment when the deliverable meets the defined specs. This is why acceptance criteria must be specific and objective.

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⚠ Legal disclaimer: Agreements generated by BizDraft are AI-produced for informational purposes only. They do not constitute legal advice and do not create an attorney-client relationship. For any agreement of significant legal or financial importance, consult a qualified attorney before signing.