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Statement of Work

The document that defines what a project will deliver, by when, and by whom. It is what a vendor is held to, and it is usually an annexure to a bigger agreement rather than a contract on its own.

  • Deliverables and their dates written so completion is not a matter of opinion
  • Governance, resources and cost responsibility all covered
  • Written to sit under your master agreement, or told what is missing if there is none
  • Drafted by experienced lawyers around the project you are actually running

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What a statement of work is

A document defining project-specific activities, deliverables and timelines, and binding the vendor to them.

A statement of work, routinely employed in project management, defines the project-specific activities, the deliverables and their respective timelines, all of which form a contractual obligation on the vendor in providing services to the client.

It defines the scope of the work required and the time in which it is to be performed. A well-defined statement of work is extremely important to the successful completion of a project, because it is the only place the two sides’ understanding of "done" is written down.

It is normally an annexure to a master services agreement, which carries the payment terms, the liability position, the intellectual property clause and how the relationship ends. Where there is no master agreement behind it, the statement of work is quietly doing the job of the whole contract without any of those, which is worth knowing before the project starts rather than after it goes wrong.

Between
Client and vendor
Defines
Scope, deliverables, dates
Binds
The vendor
To the deliverables and the timelines
Normally
An annexure to an MSA
Which carries the legal terms
Should cover
Five areas
See the panel opposite
Shortened to
SOW

Why have one drafted

  • Drafted by lawyers who look at the contract behind the project, not only the project
  • Deliverables written so acceptance is testable rather than negotiable
  • A reusable template for the next project after this one
  • The whole engagement handled online
  • Thousands of businesses served across every state in India

What the drafting covers

  • A consultation call about the project, the parties and what already exists on paper
  • A statement of work drafted from scratch by an experienced lawyer
  • Deliverables, milestones and acceptance criteria written to be testable
  • A check on whether the agreement behind it covers what a SOW should not
  • Revisions after you have read the draft

Where there is no master services agreement, we will say so. A statement of work with no contract behind it is missing the payment, liability, IP and termination terms, none of which belong in a SOW.

What a statement of work should include

  • The major deliverables, and when

    Each one named, with the date it is expected. A deliverable with no date is an aspiration, and one with no description is an argument.

  • The tasks that support them

    What actually has to be done to produce each deliverable. This is what makes a slipping project visible early rather than at the deadline.

  • The governance process

    Who meets, how often, and what the committees decide. Projects rarely fail because nobody noticed; they fail because nobody had authority to change anything.

  • Resources, facilities and testing

    What resources the project needs, whose facilities and equipment are used, and what the testing requirements are.

  • Who pays which costs, and when

    Cost responsibility set out line by line. It is the item most often left to be sorted out later, and later is the worst time to sort it out.

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Have questions? Find answers here

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  • Is a statement of work a contract?

    It creates contractual obligations on the vendor, so it has contractual force. But it is normally an annexure to a master services agreement rather than a standalone contract.

    The difference matters: a SOW defines the work, and the agreement behind it defines payment, liability, intellectual property and termination.

  • Do I need a master services agreement as well?

    If there is going to be more than one project, yes, because that is what an MSA is for, and it means each new SOW is a short document rather than a fresh negotiation.

    For a single project the two can be combined, but then the combined document has to carry the legal terms a SOW normally leaves out.

  • What is the difference between a SOW and a scope of work?

    A scope of work is the part of the document describing what will be done. A statement of work is the whole document: scope, deliverables, timelines, governance, resources and costs.

  • How specific do the deliverables need to be?

    Specific enough that both sides would agree, looking at the finished thing, whether it has been delivered. That is the test.

    Anything vaguer becomes a disagreement at the moment the final payment falls due, which is when neither side has any leverage left to resolve it.

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Deliverables that can be tested, and a check on the contract behind them.

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