Statement of work template for consulting and services projects (free)

Most services firms sign two papers with a client. The master services agreement (MSA) holds the legal terms that apply to every project: liability, IP, confidentiality, payment mechanics. The statement of work holds the facts of one project. A new project means a new SOW under the same MSA, and no new negotiation of liability.

Without an MSA, the SOW can stand alone, but then it needs those legal terms inside it. This template assumes an MSA exists and refers to it. If the client sent their own MSA, read it before you sign the SOW: the review of a client’s MSA covers the ten clauses to check, including which document wins when the two disagree.

The template has a part for each section below. Here is what each one does and the mistake to avoid in it.

Parties and reference. Both legal entity names, the SOW’s number, its effective date, and the MSA it falls under. Use the client’s exact legal name from their website or their MSA, not their brand name.

Background and objectives. Two or three sentences on why the client is buying this project and what success looks like for them. It is not legally decisive, but when a scope question comes up, both sides reread it to remember the point of the work.

Scope of services. What you will do, written as work streams: discovery, design, build, testing, launch. The U.S. federal rules for service contracts put it well: describe the work by its required results rather than how it is done or how many hours it takes.¹

Deliverables. The things the client receives, each with a name, a short description and a format: “A deployed web application on the client’s AWS account”, “A 20-page assessment report in PDF”. If you cannot point to it at the end of the project, it is an activity, not a deliverable.

Out of scope. What the client might expect that you are not doing: data migration, content writing, support after launch, a mobile app, a second language. Be specific. “Anything not listed above” is true but does not stop the argument.

Assumptions and client responsibilities. What you rely on: access to systems by a date, a named decision-maker who answers within two business days, content delivered by week three, the client’s test data. When an assumption fails, the change control section decides what happens next.

Milestones and timeline. The project in phases, each ending in a milestone with a target week. Count weeks from the start date, not calendar dates, so a late start does not break every date in the document.

Acceptance. For each milestone, the criteria it must meet, the client’s review period, and what silence means. Acceptance decides when a milestone is paid, so this section is worth the most attention; the acceptance criteria clause has the full wording.

Fees. Fixed price or time and materials. For a fixed price, the total and the share for each milestone. For time and materials, the rates by role, an estimate and a cap the client must approve to exceed.

Payment terms. When each invoice is issued (on acceptance of the milestone, or monthly), the payment period (net 30), the currency, and expenses: billed at cost, with approval above a set amount.

Change control. How a change is requested, estimated and approved before work starts, and the rate for changes. Without it, every new request becomes free work or a fight.

Project contacts. One lead on each side, with the authority to approve deliverables and changes. Name who receives the delivery notices.

Signatures. Name, title and date for each party. Only a person with authority to bind the company signs.

The template has every section above, with [brackets] where your facts go and short notes in italics that you delete as you fill it in. Download the .docx · Open in Google Docs: upload the .docx

The template is written for a fixed price, the harder case. For time and materials, three sections change:

• Fees list the rate for each role and an estimate of hours, with a not-to-exceed amount the client must approve in writing before you pass it.
• Payment terms move to monthly invoices for the hours worked, often with a timesheet the client can review.
• Acceptance matters less for payment, but keep it for deliverables: a report or a release is still accepted against criteria.

Tommos (tommos.ai) is a CRM whose AI agents, the tommos, take a B2B inquiry to a signed contract. On the Sign plan, $899 a month for the firm, the SOW is one of the papers they do the work on.

Your SOW from your template. Put your own SOW template, this one or yours, in the Templates folder Tommos keeps in your Google Drive. When a deal needs a SOW, Tommo Legal drafts it as a Google Doc from that template, with the scope, price, timeline and volume from your estimate. With no estimate on the deal, it asks you for one. A fact the record does not hold, such as the client’s legal entity or PO number, stays a visible blank, with a line in the memo on whom to ask. You take the draft on a card, and Tommo Closer sends the client a link to it.

The client’s paper. When the client sends their own MSA or SOW, Tommo Legal reads it against your positions, writes a clause memo with the counter-wording, and returns tracked changes in their own Word file. The memo is research, not legal advice.

Signed and filed. When the SOW is agreed, it is signed electronically on the card: a person your firm allows to sign presses Sign and signs in an electronic signature window inside the card, with the service’s certificate and its record of who signed and when, in the price of the Sign plan. A paper that came in the client’s own signing envelope is signed in that envelope. The copy signed by both sides is filed in the client’s folder.

The invoices from the milestones. Tommo Closer reads the signed SOW and proposes the payment schedule on a card: each amount, its date or the milestone it waits for, and its payment term. You accept or change it. For a milestone, the schedule carries the date the SOW’s plan expects it, and on that date Tommo asks the person running the work whether the milestone happened, if the record does not show it. A person approves each invoice before it is made in Mercury and sent.

What Tommo Legal does · Every plan

• An SOW defines one project under an MSA: scope, deliverables, out of scope, assumptions, milestones, acceptance, fees, payment terms, change control.
• Write deliverables as results the client can accept, and list what is out of scope by name.
• Give each milestone testable criteria and a share of the fee, and the invoice schedule follows.
• Start from the free template above and fill in every [bracket].

1. Federal Acquisition Regulation 37.602(b)(1), performance work statements: “Describe the work in terms of the required results rather than either ‘how’ the work is to be accomplished or the number of hours to be provided”, read Oct 13, 2026