Statement of work template: write "out of scope" and acceptance criteria first
A copyable statement of work template with a filled-in example, how a SOW differs from an MSA and a proposal, and why to write out of scope first.
A statement of work template is a fill-in document that says what a consultant, agency or fractional executive will deliver, by when, for how much, and how both sides will know each piece is done. The template below has ten sections and is filled in with a labelled made-up example, so you can copy the structure and replace the details.
Our one strong opinion: write the "out of scope" list and the acceptance criteria first. Those are the two sections people argue about later, so they deserve your freshest hour, not the last ten minutes before signing.
1. A SOW says what this project delivers; the MSA and the proposal do other jobs
People mix up three documents. They do different jobs, and in a long relationship you may have all three.
| Document | Who writes it | What it covers | Is it binding? |
|---|---|---|---|
| Proposal | The consultant | Their pitch: approach, team, price | Usually not, unless it is signed or attached to the contract |
| Master services agreement (MSA) | Lawyers on both sides, once per relationship | The standing legal terms: payment, confidentiality, ownership of work, insurance | Yes, for every project under it |
| Statement of work (SOW) | Both sides, buyer leading | One project: scope, deliverables, schedule, price, acceptance | Yes, once signed as part of the contract |
The University of Massachusetts master services agreement shows how the two contract documents fit. Each SOW there lists the services, activities, deliverables, schedule and pricing, and counts as a separate agreement that takes in the MSA's terms. If the two conflict, the MSA wins. So put legal terms in the MSA, and project facts in the SOW.
A proposal often becomes the first draft of the SOW, which is fine. Just do not sign the proposal as the SOW. It was written to win the work, and its scope is usually as roomy as a sales pitch needs it to be. If you are still collecting proposals, the request for proposal guide covers how to make them comparable.
2. Write "out of scope" and acceptance criteria first, because that is where disputes start
Most SOW sections are easy to agree on. The start date rarely causes a fight. The fights come later, from "I thought that was included" and "that isn't finished." Those map to two sections: out of scope and acceptance.
University procurement guides point at the same two sections. The University of Oregon's SOW guide says a good SOW gets projects done on time, in scope "and with few disputes," and lists acceptance criteria and an acceptance procedure among the minimum elements of every SOW. The University of Colorado's purchasing office says the purpose of a well-defined SOW is to reduce change order requests and make sure both parties understand the obligations.
Acceptance needs more than "client approves." Oregon's guide says acceptance terms should state how long the buyer has to accept, how acceptance happens, any tests the buyer will run, and what the vendor must do if the buyer cannot accept. Colorado State University Pueblo's SOW procedure also asks for a way to correct unacceptable deliverables and a description of what happens if the timeline is not met.
Out of scope works the same way. Stanford's SOW guidance lists exclusions as a component, and Southern Methodist University's SOW tips calls assumptions "the most important part of any SOW." An exclusion list is one of the clearest ways to state a scope assumption before anyone relies on it.
The tradeoff: writing these two sections first takes longer, and the first conversation is less pleasant. It is still cheaper than having the same conversation in week seven, when the money is half spent.
3. Copy this statement of work template and replace the example
Here is a made-up example. Hillcrest Supply, a 60-person distributor of commercial kitchen equipment, hires Dana Okafor, an independent pricing consultant, to rebuild its wholesale price list. Its sales team has been quoting from a spreadsheet tab named PRICES_REAL_2. Copy the headings and replace every detail with your own.
1. Background
Hillcrest sells about 4,000 products to restaurants and caterers. Prices were last reviewed three years ago, and sales reps often discount by feel. Finance believes margins vary widely by product family but has no breakdown.
2. Objectives
Give sales a price list for the top 500 products by revenue that meets a minimum gross margin of 22% on each product, and a method finance can rerun when supplier costs change.
3. Scope
The consultant will analyze 12 months of invoice and cost data for the top 500 products, propose new list prices, build a pricing model in a spreadsheet, and lead one working session with sales and finance.
4. Out of scope
- Loading new prices into Hillcrest's order system
- Pricing for the other 3,500 or so products
- Sales training beyond the one working session
- Surveying or contacting competitors or customers
- Updating prices after the final deliverable is accepted
5. Deliverables and acceptance criteria
| Deliverable | Due | Accepted when |
|---|---|---|
| D1. Margin analysis | End of week 3 | Covers all 500 products, and total gross margin matches finance's figure for the same period within 1% |
| D2. Price list and pricing model | End of week 6 | Every one of the 500 products has a price at or above the 22% margin floor, and changing a cost in the model updates the price |
| D3. Rollout plan and working session | End of week 8 | Written plan delivered, and the two-hour session held with the sales and finance leads |
Hillcrest has five business days after each delivery to accept or reject it in writing. A rejection must name the criterion that was not met. The consultant then has five business days to fix and resubmit.
6. Timeline and milestones
Work starts on the Monday after signature and runs eight weeks. If Hillcrest delivers the data in section 8 late, every later date moves by the same number of days.
7. Roles
- Hillcrest's VP of finance approves deliverables and is the single decision maker.
- Hillcrest's sales director joins a 30-minute check-in every Thursday.
- Dana Okafor does all analysis personally and does not subcontract.
8. Assumptions
- Hillcrest provides invoice and supplier cost data for the last 12 months by the end of week 1.
- The data covers all 500 products, with one cost per product.
- Hillcrest answers data questions within two business days.
9. Fees and payment terms
A fixed fee of $18,000, paid in three parts, each due 15 days after the matching deliverable is accepted: $5,400 for D1 (30%), $5,400 for D2 (30%) and $7,200 for D3 (40%). Travel is not expected; any expense needs Hillcrest's written approval first.
10. Change process and sign-off
Either side can request a change in writing. Within three business days the consultant replies with the effect on cost and schedule. No changed work starts until both sides sign the change. This SOW is signed by Hillcrest's VP of finance and by Dana Okafor, and it falls under the MSA between them.
The arithmetic checks out: $5,400 + $5,400 + $7,200 = $18,000. Notice that D1's test is something a third person could check without asking either side what they meant. That is the bar for every acceptance criterion.
4. Describe results, and leave the method to the person you hired
Write each deliverable as an outcome you can test. US federal buying rules say the same: FAR 37.602 tells agencies to describe work, as far as practicable, in terms of required results rather than how the work is done or how many hours are provided, and to make performance measurable.
The Oregon guide warns that overly prescriptive SOWs create a "be careful what you ask for" situation: the vendor meets every requirement and still does not produce what you needed. SMU adds two useful rules. Do not list tasks as deliverables, because a deliverable is something handed over for review and acceptance. And do not leave options in the scope; decide them before signing.
The tradeoff: a results-based SOW gives the consultant room, which means you see less of the work along the way. Weekly check-ins (section 7 in the template) are the cheap fix.
5. Tie every payment to an accepted deliverable
Pay on acceptance, and keep the largest payment for the end. The Oregon guide recommends linking payments to acceptance of deliverables, milestone payments for longer projects, and reserving the bulk of payment for completing the whole project. It calls time-and-materials terms risky for the buyer and says to add a not-to-exceed cap when you agree to them.
If you pay by the hour, the cap is the out-of-scope list's best friend. A made-up example: 60 hours at $175 an hour is $10,500, so a cap of $10,500 means hour 61 needs a signed change. Consultant hourly rates covers how to compare rates and fixed fees.
The tradeoff: consultants price in the risk of waiting for acceptance, so a fixed fee with payment on acceptance may come in higher than an hourly quote. You are paying for a known total.
6. For a fractional executive, write a fixed-term SOW around outcomes
A fractional CFO or CMO does not hand over one report and leave, so a single set of deliverables does not fit. Write the SOW for a fixed term, such as 90 days, with set days per week, the decisions they can make alone, and two or three outcomes you will check at the end of the term. Fractional executive covers what that role should own.
Keep the out-of-scope list here too. "Not responsible for managing the bookkeeper" is a sentence that saves a very awkward Tuesday. The tradeoff is that outcomes like these are harder to test than a spreadsheet, so pick ones with a number attached.
Your next step
Before you send a draft to anyone, write the out-of-scope list and one testable acceptance criterion for each deliverable. If you cannot write the test, you are not ready to hire, and hiring a consultant explains what to work out first.
If you are unsure what a realistic scope looks like, a short call with someone who has done this work can show you. Instant Expert can find people matching a description such as "pricing consultants who have worked with equipment distributors," send them paid invitations for a short call or a written answer, and you pay only if someone books or answers. The directory pages for management consultants, procurement consultants and fractional CFOs are a place to start.