How to write a freelance statement of work (SOW), with a template to copy

A statement of work says exactly what you'll deliver on one job, how both sides will know each piece is done, when, and for how much. Here's what goes in one, how to write deliverables and acceptance criteria that don't start arguments, what official buying guidance says about it, and a SOW template you can copy.

General information, not legal advice. Not written or reviewed by a lawyer. The official pages quoted below are rules for government buyers or general contract law, not freelance laws; check the sources linked below for your situation.

The short answer

1. Use a SOW when one contract covers several jobs, or when a job is big enough that the proposal alone leaves room for doubt.
2. Point the SOW at the contract it sits under, and say which one wins if they disagree.
3. List deliverables as things you hand over, each with format, quantity and a due date.
4. Give each deliverable acceptance criteria someone else could check, plus a review time and what happens if something misses.
5. Write down what's out of scope, what the client must provide, and what your price and dates assume.
6. Tie payments to milestones, agree changes in writing, and have both sides sign or accept it in writing.

On this page

• 1. When you need a SOW (and when you don't)
• 2. What goes in a statement of work
• 3. Deliverables: write results, not activities
• 4. Acceptance criteria and sign-off
• 5. Milestones and payments
• 6. Client responsibilities and assumptions
• 7. If the SOW is silent: what UK law fills in
• 8. SOW template and emails to copy
• 9. Checklist
• Free tools and kits
• Where the sources differ
• When to get legal advice
• Related
• Sources

1. When you need a SOW (and when you don't)

• Ongoing clients: sign one contract for the terms that stay the same, then a short SOW per job. Our client onboarding guide has a table of what usually sits in each.
• Small, clear jobs: a signed proposal or quote with your terms is often enough on its own (see contract, SOW or signed proposal?).
• Bigger or riskier jobs: a SOW adds what a proposal usually skips — acceptance criteria, a review process, client responsibilities and assumptions — in a document the client signs.
• The client sends their own SOW form: fill it in using the sections below, and read the contract it points to (see if the client sends their own contract).

"Statement of work" is a common label, not a legal definition. What matters is what the signed document says.

2. What goes in a statement of work

A practical order (ours, not an official template). Delete rows that don't apply to a small job:

Official buying guidance lists much the same parts. CanadaBuys says a federal SOW should include "a brief introduction"; "purpose of the project"; "project scope"; "a work breakdown structure to identify the project tasks, milestones and deliverables"; "a project schedule for the tasks, milestones and deliverables"; "project requirements and acceptance criteria"; "payment terms and conditions" (CanadaBuys: Planning procurement, date modified 2026-01-29). The US Federal Acquisition Regulation (FAR) says a federal statement of objectives must at least cover "Purpose"; "Scope or mission"; "Period and place of performance"; "Background"; "Performance objectives, i.e., required results"; "Any operating constraints" (FAR 37.602). Both are rules for government buyers, not freelance laws — but they're a useful checklist.

Pricing models, scope wording and change orders have their own guides: fixed price vs hourly, writing scope that doesn't creep and what to put in a change order. The clauses that belong in the contract rather than the SOW (ownership, confidentiality, liability, cancellation) are in our contract checklist.

3. Deliverables: write results, not activities

A deliverable is something you hand over. "Design work" is an activity; "home page design, desktop and mobile, as shared design files" is a deliverable. What official guidance says:

• US (FAR 37.602, for federal buyers): agencies should "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" and "Enable assessment of work performance against measurable performance standards" (FAR 37.602, FAC 2026-01, effective 03/13/2026).
• Canada (federal SOW template): "Deliverables must be clearly identified including, as applicable: the deliverable name or title, description, quantity, format (for example, hard or soft copy, paper size, structure, colour, etc), language." And on tasks: "Do not leave anything open to interpretation." (Innovative Solutions Canada, Annex A: Statement of work, date modified 2024-03-21). CanadaBuys asks buyers to check that "the deliverables are precisely defined, including any specific products, services, or outcomes" (CanadaBuys: Review a statement of work).

Practical reading (ours): if you're paid by the hour, you can still describe what the hours are for. Examples, with acceptance criteria to match:

4. Acceptance criteria and sign-off

Acceptance criteria answer one question before the work starts: how will we both know this deliverable is done? Without them, "done" becomes a matter of opinion at the end of the job, when the final invoice is waiting.

• Canada (federal SOW template): "The acceptance criteria for each deliverable must be explicitly identified, referencing, where possible, exact specifications and standards where applicable." (Innovative Solutions Canada, Annex A: Statement of work).
• US (FAR 37.603, for federal buyers): "The standards shall be measurable and structured to permit an assessment of the contractor’s performance." (FAR 37.603). And on what acceptance means in a federal contract: "Acceptance constitutes acknowledgment that the supplies or services conform with applicable contract quality and quantity requirements" (FAR 46.501).

Practical reading (ours) for a freelance SOW:

• Check against something concrete: an approved draft or wireframe, a brief, a list of pages, a format, a test that passes. Avoid "to the client's satisfaction" on its own.
• Set a review time and say how the client replies: "Accepted", or a written list of the criteria that aren't met.
• Separate fixes from changes. Fixing something so it meets the agreed criteria is included; a new idea after review is a change request.
• Silence after the review time counting as acceptance is something some contracts include. Only use it if both sides agree to it in writing, and say so plainly.
• Final sign-off at the end of the job is covered in our wrap-up guide.

5. Milestones and payments

Group deliverables into milestones, give each a target date, and decide what you invoice when. Common patterns (ours): a deposit on signing, then an invoice as each milestone is accepted; or a deposit and a balance on final acceptance.

• For Canadian federal contracts the SOW template says that under the Financial Administration Act and Treasury Board policy, "payment for a deliverable can only be made once the acceptance criteria have been met." (Innovative Solutions Canada, Annex A: Statement of work). That's a rule for the federal government's own payments, not for your clients — but linking payments to accepted milestones is a fair default to propose.
• Deposits, how much and how to credit them on the final invoice: our deposits and retainers guide.
• Due dates and late-payment wording: invoice payment terms explained.
• Fixed price, hourly with a cap, or milestones: fixed price vs hourly compares who carries the risk.

6. Client responsibilities and assumptions

Most late projects are waiting on something: content, access, a decision, feedback. Write those down as client responsibilities, each with a date or trigger. Canada's federal template has a whole section for the buyer's side: "Define exactly what Canada's roles and responsibilities will be in the resulting contract" (Innovative Solutions Canada, Annex A: Statement of work).

• Responsibilities (ours): content and files, access to tools (see asking for access safely), one named approver, feedback within the review time.
• Assumptions (ours): what your price and dates depend on — for example the number of pages, the platform, who supplies images, the number of revision rounds. If one turns out wrong, it becomes a change.
• Dates that move: say that if the client's inputs arrive late, the dates move by the same amount. Our proposal outline uses the same line.

7. If the SOW is silent: what UK law fills in

When a contract doesn't say something, the law where you work may fill the gap. The UK pages we read (England, Wales and Northern Ireland):

• Business clients: the Supply of Goods and Services Act 1982 covers service contracts "other than a contract to which Chapter 4 of Part 1 of the Consumer Rights Act 2015 applies" (section 12(1)). In those: "there is an implied term that the supplier will carry out the service with reasonable care and skill." (section 13). Where "the time for the service to be carried out is not fixed by the contract", "there is an implied term that the supplier will carry out the service within a reasonable time." "What is a reasonable time is a question of fact." (section 14). Where "the consideration for the service is not determined by the contract", "there is an implied term that the party contracting with the supplier will pay a reasonable charge." (section 15). Sources: s. 12(1), s. 13, s. 14, s. 15 on legislation.gov.uk (extent England, Wales and Northern Ireland; each page shows "no known outstanding effects").
• Consumer clients: the Consumer Rights Act 2015 applies instead. It defines a consumer as follows: "“Consumer” means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession." (s. 2). It says: "Every contract to supply a service is to be treated as including as a term of the contract anything that is said or written to the consumer, by or on behalf of the trader, about the trader or the service, if—" (s. 50, with conditions), and where no price is fixed: "In that case the contract is to be treated as including a term that the consumer must pay a reasonable price for the service, and no more." (s. 51; checked 2026-10-14, up to date on or before 15 October 2026).

Practical reading (ours): "a reasonable time" and "a reasonable charge" are questions of fact that someone may have to argue about. Dates and a price in the SOW avoid that argument. We didn't check the equivalent rules in the US, Canada, Scotland or elsewhere.

8. SOW template and emails to copy

Replace everything in [brackets] and delete what doesn't apply. These are ours, not from any agency, and they're not legal advice.

Statement of work

STATEMENT OF WORK: [project name]
Reference: [SOW name or reference]    Version: [version]    Date: [date]
This statement of work is made under [name and date of the contract or master agreement], whose terms apply to it.
If this statement of work and that agreement disagree, [the agreement / this statement of work] takes priority for [which topics].

Client: [client legal name]. Approver: [name, role, email]. Invoices to: [billing contact]
Freelancer: [your name / business]. Contact: [email]

Background and purpose
[A few sentences in plain language: what the client needs, why, and the result that matters to them.]

Deliverables
- Deliverable A: [name] — [what it is, how many, format, language]. Due: [date or milestone]
- Deliverable B: [name] — [what it is, how many, format, language]. Due: [date or milestone]

Acceptance criteria
- Deliverable A is accepted when: [criteria someone else could check, e.g. matches the approved draft; files open in the agreed format]
- Deliverable B is accepted when: [criteria]

Review and sign-off
The client reviews each deliverable within [number of business days] of receiving it and replies "Accepted" or lists, in writing, which criteria above are not met.
Fixes needed to meet those criteria are included. New requests are changes (see Changes).
[Optional, only if both sides agree: if the client has not replied within that time, the deliverable counts as accepted.]

Out of scope
- [Things the client might assume are included but are not]
- Anything not listed under Deliverables.

Schedule and milestones
- [Milestone name]: [deliverables included], target date [date]
- [Milestone name]: [deliverables included], target date [date]
Dates assume the client provides the items under Client responsibilities on time. If they arrive late, the dates move by the same amount.

Client responsibilities
- [Content, files or data] by [date]
- [Access to tools or accounts] by [date]
- Feedback on each deliverable within the review time above, from the approver named above

Assumptions
- [What your price and dates depend on]
If an assumption turns out to be wrong, we agree a change before the affected work continues.

Price and payment
- Pricing: [fixed price / hourly or day rate with a cap / price per milestone], [amount and currency], [plus or including sales tax, VAT or GST/HST]
- Invoicing: [deposit when this statement of work is signed]; [each milestone invoiced when accepted / balance invoiced on final acceptance]
- Payment terms: [due date wording, e.g. due within (number) days of the invoice date]

Changes
Either side can ask for a change in writing. A change is agreed in writing (email is fine), with its price and its effect on the dates, before the extra work starts.

Agreed
Client: [name, role]    Signature or written acceptance: ____________    Date: ________
Freelancer: [name]      Signature or written acceptance: ____________    Date: ________

The template assumes a separate contract holds the terms that stay the same (ownership, confidentiality, liability, cancellation). If there isn't one, add those terms or use a signed proposal with terms instead — see the contract checklist. For how to sign (paper, e-signature or email), see signing.

Sending the SOW for approval

Subject: Statement of work for [project] — for your approval

Hi [name],

Attached is the statement of work for [project], under our [contract / master agreement] dated [date]. In short:

- Deliverables: [short list]
- How we'll know each one is done: see Acceptance criteria
- Target dates: [first milestone] and [final delivery], assuming [your inputs] by [date]
- Price: [amount and currency], invoiced [when]

If anything doesn't match what you expect, tell me and I'll revise it before we start. To go ahead, sign it or reply "Approved" by [date].

[Your name]

Submitting a deliverable for acceptance

Subject: [Deliverable name] ready for review — [project]

Hi [name],

[Deliverable name] is ready for review: [link or attachment].

Under the statement of work it is accepted when [acceptance criteria, in one line]. Please reply by [review deadline] with "Accepted", or list which criteria aren't met and I'll fix those.

Anything new you'd like added, I'll quote separately as a change.

Thanks,
[Your name]

For changes after signing, use the change order and wording in our scope creep guide.

9. Checklist

• Names the contract it sits under, and which document wins if they disagree.
• Every deliverable is a thing you hand over, with format, quantity and a due date.
• Every deliverable has acceptance criteria someone else could check.
• Review time and how the client replies are written down; fixes vs changes are separated.
• Out of scope is listed, ending with "anything not listed under Deliverables".
• Client responsibilities have dates; assumptions are written down; dates move if inputs are late.
• Price, currency, tax, deposit and what is invoiced when are clear.
• Changes are agreed in writing with price and dates before the work starts.
• Both sides sign or accept in writing, and both keep a copy.

Free tools and kits

• Free quote and estimate generator for the price and deposit, and how to write a freelance proposal for the pitch before the SOW.
• Project tracking spreadsheet guide to follow deliverables and milestones, and how to write a freelance invoice for milestone invoices.
• Our paid Quote & Proposal Kit by Small Rows (US$12, one-time) prints a proposal with scope included and not included, deliverables with due dates, timeline phases, your terms lines and a signature block — the core of a SOW for a small job. It has no acceptance-criteria column and doesn't link to a separate contract, so for bigger work use the template above alongside it.
• Our paid Client & Project Tracker by Small Rows (US$12, one-time) can hold each deliverable and milestone as a task with a status and due date, next to budget hours and hours logged for the project. It doesn't track acceptance or money.
• Our paid Freelance Billing Kit by Small Rows (US$12, one-time) logs hours and builds invoices from them, for the milestone and balance invoices the SOW sets out.
• All three kits together: the All-Kits Bundle by Small Rows (US$24, one-time).

Where the sources differ

• Government buying vs freelance work. The FAR, CanadaBuys and ISED pages are written for government buyers and their contracts. They're quoted here because they describe how to write deliverables and acceptance criteria clearly, not because they apply to your clients.
• US vs Canada emphasis. The FAR pages stress describing required results and measurable standards rather than hours. The Canadian pages list the parts a SOW should include, ask for explicit acceptance criteria per deliverable, and (for federal contracts) pay only after acceptance.
• Business vs consumer clients in the UK. The Supply of Goods and Services Act 1982 implied terms apply to non-consumer service contracts; consumer service contracts are under the Consumer Rights Act 2015.
• What we did not check: US state contract law and the Uniform Commercial Code; Canadian provincial law, including Quebec; Scottish law; EU member-state rules; whether "deemed acceptance" (silence counts as acceptance) or an order-of-priority clause is enforceable in a given place; the Government of Canada's internal Statement of Work Guide (only available on the government network).

When to get legal advice

• the client's SOW form points to a long master agreement you haven't read;
• the work is large, long, or involves the client's personal data or regulated systems;
• you're asked to accept penalties for missed dates, unlimited fixes, or acceptance at the client's sole discretion;
• a dispute about whether a deliverable meets the criteria is heading toward a claim.

Ask a lawyer where you work. This page is general information only.

Related

• Freelance contract checklist
• How to write a freelance proposal
• How to write a freelance quote or estimate
• Freelance client onboarding checklist
• Scope creep and change requests
• Fixed price vs hourly
• Freelance deposits and retainers
• How to wrap up a freelance project

Sources

• United States: FAR 37.602 Performance work statement · FAR 37.603 Performance standards · FAR 46.501 Acceptance (general) (FAC 2026-01, effective 03/13/2026)
• United Kingdom: Supply of Goods and Services Act 1982, s. 12(1) · s. 13 · s. 14 · s. 15 · Consumer Rights Act 2015, s. 2 · s. 50 · s. 51
• Canada: CanadaBuys: Planning procurement (date modified 2026-01-29) · CanadaBuys: Review a statement of work (date modified 2026-03-25) · Innovative Solutions Canada, Annex A: Statement of work (date modified 2024-03-21)

Checked 2026-10-15 (UK consumer sections 2026-10-14). Found a mistake? Tell us via Support.