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Statement of Work (SOW) Template

A Statement of Work isn’t a standalone contract — it’s a short document issued under an existing Master Services Agreement (MSA) that the two parties have already signed. It incorporates that MSA by reference and adds only what changes from one engagement to the next: the scope of work, the schedule, and the price. Everything else — liability, IP, confidentiality — stays governed by the MSA. Download the ready-to-fill template below, or read the checklist first.

Download the Statement of Work

A complete, ready-to-fill PDF — 6 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.

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Need the other party to sign it too? Send it for signature with a full audit trail and a tamper-evident seal on the finished file — they never need an account. See pricing.

This is a template, not legal advice

This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.

Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.

Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.

What a Statement of Work needs

  • Reference to the underlying MSA

    The MSA date and the parties to it, named explicitly. A SOW is not a contract on its own — it only works because an MSA already governs the relationship.

  • Client and Service Provider names

    Full legal names and addresses of both parties to this specific engagement.

  • Scope of work

    What the Service Provider will actually do, described specifically enough that "done" is verifiable — not "marketing services," but the deliverable list underneath it.

  • What’s out of scope

    An explicit exclusion list, so extra requests get a change order instead of scope creep nobody agreed to.

  • Deliverables

    The concrete outputs the Client receives — files, milestones, a finished product — listed individually.

  • Schedule and milestones

    Start date, completion date, and any interim milestones with their own due dates.

  • Price and payment schedule

    The fee (fixed, hourly, or milestone-based) and when each portion is invoiced and due.

  • Order of precedence

    A statement that the MSA controls everything except scope, schedule and price, which this SOW controls — so nobody has to guess which document wins in a conflict.

  • Signatures & date

    Both parties sign and date the SOW itself, in addition to having already signed the MSA.

Common mistakes to avoid

  • Issuing a SOW with no MSA behind it. A SOW that tries to stand alone ends up either missing essential terms (liability, IP, confidentiality) or duplicating them badly — use a full service agreement instead if there’s no MSA in place.
  • Re-writing liability, IP or confidentiality language inside the SOW "just to be safe." That creates two versions of the same term across two documents, and whichever one a court reads last is not guaranteed to be the one you meant to control.
  • Leaving scope vague enough that the Client and Service Provider can each read it differently — that’s the single most common driver of SOW disputes.
  • Skipping the change-order line, so every scope tweak becomes an argument about whether it was "included."
  • Forgetting to say which document wins in a conflict. Without an order-of-precedence statement, a SOW that’s silent on something the MSA covers is ambiguous rather than clearly governed by the MSA.

Turn this into a signed document

Fill in the template above with the scope, schedule and price for this engagement, then send it to the other party for signature. They sign online and never need an account, and the finished file comes back sealed with an audit certificate showing who signed, when, and from where.

Only you need to sign your own copy? Use the free self-sign tool instead — no account needed.

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Frequently asked questions

What’s the difference between a Statement of Work and a Master Services Agreement?+
The MSA is the umbrella contract: it sets the liability terms, IP ownership, confidentiality, warranties and dispute process that will govern every engagement between the two parties. The SOW is the short document issued under it for one specific piece of work — it only states what’s being done, when, and for how much. One MSA can have many SOWs issued under it over time. Master Services Agreement template.
Can I use this SOW template without an MSA already in place?+
Not as-is. This template deliberately leaves out liability, indemnification, IP and confidentiality terms because it assumes those are already covered by a signed MSA. If there’s no MSA yet, sign one first, or use a standalone service agreement that includes those terms directly in one document. General service agreement template.
Does the SOW need its own signatures, or does the MSA cover it?+
The SOW needs its own signatures. The MSA authorizes the arrangement; each SOW issued under it is a separate document the parties sign to confirm the specific scope, schedule and price they’re agreeing to for that engagement.
What happens if the SOW and the MSA say different things?+
The order-of-precedence clause in this template resolves that: the MSA controls on everything except scope, schedule and price, where the SOW controls. Well-drafted SOWs state this explicitly so a conflict never has to be argued after the fact.
Is a Statement of Work legally binding once both parties sign it?+
Yes. Once signed, a SOW is a binding contract document issued under the MSA, enforceable the same way as any other written agreement — including when signed electronically, which is legally recognized for ordinary business agreements in most countries. Are electronic signatures legally binding?.

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