When should I use an SOW?

Use an SOW at kickoff of a scoped implementation or consulting project under an MSA, for fixed-fee or time-and-materials engagements with defined deliverables, or for phased programs where each phase needs its own commercial schedule. Sources: FAR 37.602: Performance work statement (Acquisition.gov) (https://www.acquisition.gov/far/37.602); Cornell LII: Contract (https://www.law.cornell.edu/wex/contract); FAR Part 37: Service Contracting (Acquisition.gov) (https://www.acquisition.gov/far/part-37).

Can an SOW stand alone without an MSA?

It can, but then the SOW must carry legal terms the MSA would usually hold. Many teams prefer a short SOW under a reusable MSA (https://www.formabledocs.com/templates/msa). Sources: Cornell LII: Contract (https://www.law.cornell.edu/wex/contract); FAR Part 37: Service Contracting (Acquisition.gov) (https://www.acquisition.gov/far/part-37).

Can I download this SOW template?

Yes. Use Download .docx to get a Word file with placeholders such as [Party A] and [Effective Date]. You can edit it in Word or Google Docs, or create a filled-in version in the free contract creator (https://www.formabledocs.com/contract-creator/sow).

Is the sample legally binding as shown?

No. Placeholder sample text is a starting point. It becomes an agreement for your deal after you fill in the details—manually or in the free contract creator—and the parties sign. Sources: Cornell LII: Contract (https://www.law.cornell.edu/wex/contract); FAR Part 37: Service Contracting (Acquisition.gov) (https://www.acquisition.gov/far/part-37).

When should I use the free contract creator instead of editing the file?

Use the free contract creator if you want guided choices for the governing MSA, services, deliverables, ownership timing, SOW length, fees, payment, and customer obligations, without hunting through every blank yourself.

Statement of Work template

A project-level template for scope, deliverables, timeline, and fees under an MSA.

Create contract for free

What this contract contains

Preamble and parties. Names this SOW and the parties, and points to the governing MSA. Fill in the MSA title and date in the creator.

Incorporation of the MSA. States that the MSA’s legal terms apply and that this SOW adds project-specific details.

Services. Describes the work covered by this SOW. You write this in plain English; the creator turns it into clause language.

Deliverables and ownership. Optional. Lists what will be delivered and when the customer owns it. Set this in the creator.

SOW term. Sets when this project starts and ends. Choose a duration or an end date in the creator.

Fees and payment. Sets the fee structure, amount, invoice rhythm, and payment period. All of these are chosen in the creator.

Customer obligations. Lists what the customer must provide so the provider can do the work—access, reviews, or materials.

Governing law. Sets the state law that governs the SOW and where disputes must be brought. Choose the jurisdiction in the creator.

General. Confirms that unamended MSA terms continue and that this SOW may be signed in counterparts or electronically.

Signature blocks. Authorized signatory and title lines for each party, ready for wet-ink or e-signature fields.

STATEMENT OF WORK

This Statement of Work (the "SOW") is entered into as of [Effective Date] (the "Effective Date"), by and between:

[Party A], a corporation ("Provider"), and

[Party B], a corporation ("Customer").

Each may be referred to as a "Party" and together as the "Parties." This Statement of Work ("SOW") incorporates and is governed by the Master Service Agreement between the Parties with an effective date of [date of the Master Service Agreement] (the "Agreement"). If there is any inconsistency between this SOW and the Agreement, this SOW controls for the subject matter of this SOW.

1. Incorporation of the Agreement. This SOW is issued under the Agreement. Capitalized terms used but not defined in this SOW have the meanings given in the Agreement. Except as expressly modified for this engagement, the Agreement remains in full force.

2. Services. The Provider will perform the following services for the Customer under this SOW: [description of the services to be performed] (the "Services"). The Provider will perform the Services in a timely, competent, and professional manner. Either Party may propose a change to scope, fees, or timeline; no change is binding until both Parties agree to it in writing.

3. Deliverables and Ownership. The Deliverables under this SOW are: [list of deliverables]. The Customer will review each Deliverable and, within 10 days after submission (the "Rejection Period"), either accept it or reject it by written notice describing why it does not meet the requirements of this SOW. A Deliverable the Customer does not reject within the Rejection Period is deemed accepted. If the Customer rejects a Deliverable, the Provider will correct and resubmit within the same period. The Customer owns the Deliverables upon payment of the associated Fees. Ownership of Deliverables is otherwise governed by the Agreement.

4. SOW Term. The SOW Term begins on the Effective Date and ends when the Provider completes the Services and the Customer accepts them, unless terminated earlier under the Agreement.

5. Fees and Payment. In consideration for the Services, the Customer will pay the Provider a fixed fee of [fees] for the Services under this SOW. The Provider will invoice monthly in arrears, and the Customer will pay each undisputed invoice within 30 days after receiving it. Fees are stated in U.S. Dollars unless the Parties agree otherwise, are exclusive of taxes, and are otherwise governed by the payment terms of the Agreement.

6. Customer Obligations. The Customer will identify a single point of contact, give timely access to people and systems the Provider reasonably needs, and respond to requests within a commercially reasonable time. The Provider is not responsible for delay caused by the Customer's failure to meet these obligations.

7. Governing Law. Unless the Agreement provides otherwise, this SOW and matters relating to it are governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.

8. General. This SOW, together with the Agreement, is the entire agreement between the Parties about its subject and may only be amended by a writing signed by both Parties. This SOW may be executed in counterparts, including electronic copies, each of which is an original and which together form the same agreement.

IN WITNESS WHEREOF, the Parties have executed this SOW as of the Effective Date.

Provider: [Party A]

By: ________________________________

Name: [Signatory]

Title: [Title]

Customer: [Party B]