The statement of work, clause by clause

A statement of work is the engagement-level document underneath a master services agreement. The master agreement fixes the relationship once — liability, indemnity, confidentiality, intellectual property, insurance, governing law — and each statement of work names one piece of work under it. Common Paper's professional services standard states the relationship in one line: "Each SOW together with the Key Terms and Standard Terms will constitute a separate agreement." The structural consequence is that a statement of work is short, because most of the contract already exists elsewhere.

The instrument is built to recur. Common Paper describes its own statement of work as designed to sit under an existing professional services agreement: "It allows the parties to agree upon new work that is not in scope in a previous SOW, or to add on to or expand existing work." One master services agreement is negotiated with a client; many statements of work are then signed against it over the life of the account.

In OctoDoc, the signing system of record, a statement of work is a file: one or more documents, a set of marks, and a party list that usually runs two signers plus one or two parties on copy.

The characteristic defect of a statement of work is not a missing clause. It is a repeated one. When a statement of work restates limitation of liability, indemnity, confidentiality, insurance, IP assignment, warranty, publicity or governing law, it creates a second version of a term that already exists in the parent, and across ten engagements the two versions drift apart. Order-of-precedence clauses are drafted to settle which version answers.

Which way they point is a drafting choice, not a given. Common Paper's professional services standard points at the engagement document: "If there is any inconsistency between this SOW and the Agreement, this SOW will control." Under that form, a term restated in a statement of work displaces the parent term rather than yielding to it — which is why restating one at all is the decision worth catching.

Restating a parent term also changes who wrote it. A master services agreement is reviewed once, by counsel, at the start of a relationship. A statement of work is drafted by a delivery lead against a start date. Under a form that gives the engagement document priority, a liability cap that first appears in the second document is the one the parties have chosen to control.

The one parent clause a statement of work does carry is a pointer: change control. The statement of work references the parent's mechanism rather than defining a rival one, so a change order raised against any statement of work follows the same route. Common Paper's standard keeps the change on its own paper — "a Change Order will not be binding until Provider and Customer agree in writing on the Change Order." Federal practice separates the two instruments as well. FAR 43.201(a) states that "Generally, Government contracts contain a changes clause that permits the contracting officer to make unilateral changes, in designated areas, within the general scope of the contract", with the change itself accomplished by a written change order issued on Standard Form 30.

Acceptance is the clause most invoicing schedules hang on, and it is drafted in two halves that negotiate separately: the criteria, and the window.

The criteria half describes how a deliverable is judged. Federal performance-based practice states the standard as an outcome rather than a method — FAR 37.602(b)(1) directs agencies to "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". Commercial statements of work that take the same posture name an artifact, name a reviewer, and state a test the artifact either passes or fails. Ones that do not fall back to satisfaction language, which carries no test at all.

The window half sets how long the reviewing party has and what happens when the period runs out. Deemed approval is the provider-favouring form, and Common Paper's professional services standard applies it only where the SOW opts the deliverables into the section: "If according to the SOW Deliverables are subject to this section, Customer will be deemed to have approved a Deliverable if Customer does not reject the Deliverable within the Rejection Period." That standard leaves the length of the rejection period as a blank for the parties to fill, and requires a rejection to carry its reasons: "If Customer rejects a Deliverable, Customer must notify Provider in writing with reasonable detail about why the Deliverable did not meet the requirements in the SOW." Open-ended review with no clock is the client-favouring form.

In the federal procurement context, FAR 46.501 treats acceptance as the acknowledgement of conformance while preserving the subpart's exceptions and the contract's other terms: "Acceptance constitutes acknowledgment that the supplies or services conform with applicable contract quality and quantity requirements, except as provided in this subpart and subject to other terms and conditions of the contract."

Acceptance criteria — whether a deliverable is measured against a named artifact and a stated test, or against a party's satisfaction. The named test is the provider-favouring form.

The rejection window — its length, and whether silence at the end of it counts as approval or as nothing at all.

The pricing model — most often a client pulling time and materials toward a ceiling. In federal practice a ceiling is not an option on that model but a condition of it; FAR 16.601(d)(2) states the limitation as "The contract or order includes a ceiling price that the contractor exceeds at its own risk."

Dependency relief — whether a late client input moves the schedule and the fee automatically, on written notice, or only through a change order under the parent.

The milestone payment split — how much of the fee sits behind the final milestone. A 40/40/20 split and a 20/30/50 split differ by 30 percentage points of the total fee held until the last milestone is approved.

Named personnel — whether individuals are named rather than roles, whether substitution requires consent, and whether the rate follows the role or the person.

OctoDoc treats a statement of work as a file. The counter — the sender-facing prompt — either drafts one from an organisation's own clause library or takes an existing PDF and proposes the parties, their roles, the routing order and the mark set on a single confirm screen. Nothing the model proposes is bound by proposing it: every mark carries the confirming user, the confirm time and a hash of the exact view that was confirmed, and the sealer refuses any placement that has no confirmation row behind it.

A post-v1.0 standalone read link is designed to produce a reading log — which pages were open, and for how long. On a statement of work that would usually be the fee schedule page and the acceptance clause. The signer-facing AI is the Margin: a question about the file resolves to a page and a rectangle in that file, so a question about the review period returns the clause itself rather than a paraphrase of it. The Margin's disclosure renders on every signer surface and states that it is not a substitute for the advice of an attorney.

Once both signing parties have signed, v1.0 returns the digitally signed PDF in OctoDoc. A proof file and public no-account verification are post-v1.0 designs.

Clause language quoted above is from the Common Paper Professional Services Agreement at commonpaper.com/standards/professional-services-agreement/ and the Common Paper Statement of Work at commonpaper.com/standards/statement-of-work/, used under the Creative Commons Attribution 4.0 International License at creativecommons.org/licenses/by/4.0/.

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