Writing a Statement of Work That Prevents Disputes
Priya Sharma
· Corporate Legal & Compliance Counsel· 3 min read
A master services agreement covers the legal relationship; the statement of work covers what is actually being done. Disputes almost always arise from the second document, and usually from what it does not say.
- ✓Deliverables must be specific enough to be objectively assessable.
- ✓Acceptance criteria and a review period belong in the SOW, not the MSA.
- ✓Assumptions and exclusions do as much work as the scope itself.
- ✓Milestones should align with payment triggers.
Deliverables
Describe each deliverable in terms that allow an outsider to tell whether it has been provided. A website is not a deliverable; a responsive website with the pages listed in Annexure A, tested on the browsers listed in Annexure B, is.
Where the deliverable is a service rather than an artefact, describe the service level: hours covered, response times, and what counts as a breach.
Acceptance
State who reviews, within how many days, and against what criteria. State what happens if they do not respond — deemed acceptance is the usual answer and prevents indefinite delay.
Limit rejection to failure against stated criteria rather than subjective dissatisfaction, and limit the number of review cycles.
Assumptions and exclusions
List what you are assuming: that the client provides data in a particular format, that a named person is available for review, that third-party licences are procured by the client.
List what is explicitly out of scope. Exclusions are more useful than they look, because a dispute about scope creep is really a dispute about whether something was ever included.
Milestones and payment
Align payment milestones to deliverable acceptance rather than to calendar dates. A payment triggered by a date can fall due for work that is blocked on the client's own input.
Where a milestone is delayed by the client, state that payment nonetheless falls due — otherwise the supplier funds the client's delay.
Frequently asked questions
### What is the difference between an MSA and an SOW?
The master services agreement governs the legal relationship — liability, confidentiality, IP, termination — and typically applies to multiple engagements. The statement of work defines the specific scope, deliverables, timeline and price of one engagement.
### What are acceptance criteria?
Objective tests by which a deliverable is judged complete. They should be specific enough that a third party could apply them, and paired with a review period and a deemed acceptance provision for non-response.
### Why list exclusions in an SOW?
Because scope disputes are arguments about whether something was included. An explicit exclusion converts a negotiation into a change request, which is a priced conversation rather than a free one.
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Frequently Asked Questions
What is the difference between an MSA and an SOW?
The master services agreement governs the legal relationship — liability, confidentiality, IP, termination — and typically applies to multiple engagements. The statement of work defines the specific scope, deliverables, timeline and price of one engagement.
What are acceptance criteria?
Objective tests by which a deliverable is judged complete. They should be specific enough that a third party could apply them, and paired with a review period and a deemed acceptance provision for non-response.
Why list exclusions in an SOW?
Because scope disputes are arguments about whether something was included. An explicit exclusion converts a negotiation into a change request, which is a priced conversation rather than a free one.
Priya Sharma
Corporate Legal & Compliance CounselSpecializing in commercial contract litigation, Section 138 NI Act recovery, commercial property leases, and MSMED Act compliance.