What is a Statement of Work (SOW)?

A statement of work (SOW) is a document that describes in detail how a project will be executed. The purpose of an SOW is to ensure all parties are aligned on scope, deliverables, execution, and payment before signing an agreement.

There is a substantial difference between a statement of work and a scope of work. A scope of work defines how the agreeing parties will work together to achieve the goals outlined in the statement of work in detail. An SOW, on the other hand, defines the project more broadly and is usually created and agreed upon before a more detailed scope of work is drafted.

If an SOW is an agreement on the ultimate goal of a project, then a scope of work is an agreement on the steps that all parties will take to achieve this goal.

This content is for general educational purposes only and is not intended, and should not be considered, legal advice.

Difference between an SOW and a master services agreement (MSA)

An SOW provides details surrounding a specific aspect of the relationship, like a project or service agreement, whereas an MSA defines the basic terms and conditions for the entire business relationship. If the MSA is the book that governs the business relationship, you could think of an SOW as a chapter within that book.

Generally, a single MSA will serve all parties in a business relationship for the entirety of that relationship, though it may be revised. Meanwhile, it’s standard to draft a new SOW for each and every project both parties collaborate on as part of their relationship, even if they have an MSA in place.

Who creates the SOW?

In some cases, the buying organization initiates the SOW process by issuing a request for proposal (RFP). The goal of the RFP is to provide a framework for potential business partners to follow when submitting a proposal. The RFP helps potential business partners determine whether they should submit a proposal, and if so, what the proposal should include. Think of it as an invitation to “try out” for the business.

The RFP paves the way for an ensuing SOW. Like an SOW, an RFP will likely address budget, timeline, scope, and goals. Unlike an SOW, however, an RFP may also include criteria the client will use to select a vendor, along with examples and expectations vendors should consider when submitting a bid. While many vendors may submit RFPs, usually only a select one or two earn the opportunity to collaborate with the client on an SOW.

The selling organization initiates many agreements, and most of them don’t include a formal RFP. Whether an RFP exists or not, the completion of an SOW should be a collaborative effort between buyer and seller.

In other cases, the seller may take the initiative to draft an SOW as a way of promoting their services to a buyer they think may be interested. Many sole proprietors in business services and consulting will create an SOW to propose a set of services to their clients, for example. This kind of SOW functions to show a potential client exactly what the proprietor could accomplish for them and how it would impact their business.

A thoughtfully crafted SOW—one that encourages input from both sides—can help ensure that all parties have the working conditions and resources needed to achieve the shared objectives. 

Elements of an SOW

An SOW will usually contain four elements:

1. A summary that explains the purpose of the project

2. A project governance section that explains who has approval to do what

3. A project scope that identifies key deliverables, who’s responsible for each of these deliverables  and how the project will be priced

4. A project schedule, sometimes called a work breakdown structure (WBS), that breaks down the deliverables into tasks and milestones

A vague SOW leaves room for interpretation, which can later lead to misunderstanding. On the flip side, when an SOW is too detailed, it can lock partners into rigid and ineffective methods for delivering the work.

A good general rule for creating SOWs that are clear and specific enough without being overly rigid is to scope what you know. For large-scale projects, you may be better off splitting the project into phases and creating a separate SOW for each phase. As the project progresses, the next phases should become clearer and you’ll have a better idea of what the next SOW should look like. A phased approach to creating SOWs doesn’t need to change the objectives of the overall project. Rather, it can allow for learning and adaptation along the way to achieving the objectives.

It’s a good idea to confirm with the customer or client what elements their organization requires as part of the SOW. For example, many procurement departments require specific start and end dates as part of the project schedule, as well as the expected total fee or charges. If pricing is project-based, the SOW should include terms that cover unexpected delays in the process.

If pricing is based on an hourly rate, some clients may prefer a maximum amount of hours that is not to be exceeded or an explanation of the process to be followed if a project takes longer than expected.

Create an SOW using Docusign templates

As with most business documents, though SOWs will include particulars of the project and partnership in question, there are enough general similarities between most SOWs that the process of creating one can be substantially sped up with the help of a template. The Docusign Template Library includes an SOW template.

Additionally, you can create a template for commonly used e-signature forms, such as an SOW. Using templates in Docusign eSignature enables you to streamline the majority of your agreements.

Creating your own template can help boost signing speed because it will automatically populate a document with the same tags in the same locations—a big time-saver if you’re sending heavily tagged documents to many different recipients.

Even before you hit send,  having your own template in Docusign gives you a built-in and streamlined solution for processing and sharing SOWs and other frequently used documents. As for tracking, every completed document includes a full audit trail.

You can create your own SOW template and explore all the other ways Docusign makes drafting and signing agreements easier with a Docusign free trial.