statement of work templatefree

Time & materials SOW template

When scope is open-ended, a fixed fee fights you. This time-and-materials SOW bills actual hours against a clear cap - so the work can evolve without renegotiating the contract every week.

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fill in the blanksyour agency nameclient nameproject nameSOW number

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STATEMENT OF WORK (TIME & MATERIALS)

This Statement of Work ("SOW") is made on [date] between [Agency name] ("Agency") and
[Client name] ("Client"), governed by the [Master Services Agreement dated [date]].

SOW #: [number]      Engagement: [short name]

1. OVERVIEW
   [What this engagement covers and the outcome it works toward. Time & materials suits
   open-ended or evolving work - ongoing development, support, or discovery.]

2. WAY OF WORKING
   - The Agency provides [roles/skills, e.g. "design and front-end development"] on a
     time-and-materials basis.
   - Work is prioritised by the Client via [a shared backlog / weekly planning].
   - There is no fixed deliverable list; the Client directs effort within the rates below.

3. RATES
   | Role       | Rate        |
   |------------|-------------|
   | [Senior]   | [$X / hour] |
   | [Standard] | [$Y / hour] |
   Rates exclude [tax]. Travel and pre-approved expenses are billed at cost.

4. ESTIMATE & NOT-TO-EXCEED CAP
   - Current estimate: [N] hours (~[amount]) for [the first phase / month].
   - Not-to-exceed cap: [amount]. The Agency flags at [80%] and pauses before exceeding the
     cap without written approval.

5. TIME TRACKING & BILLING
   - Hours are tracked in [tool] and shared [weekly].
   - Invoiced [monthly] in arrears for actual hours worked. Invoice terms: [Net 15].

6. CLIENT RESPONSIBILITIES
   - Keep the backlog prioritised; provide assets, access and decisions promptly.
   - Name one approver: [name]. Feedback within [3] business days keeps work flowing.

7. CHANGING DIRECTION
   The Client may reprioritise at any time. Changes to roles, rates or the cap are agreed in writing.

8. INTELLECTUAL PROPERTY
   On payment of the invoice covering it, ownership of delivered work passes to the Client.
   The Agency keeps its pre-existing tools and know-how.

9. CONFIDENTIALITY
   Each party keeps the other's non-public information confidential.

10. TERM & TERMINATION
   Starts [date]; continues until [date / either party gives [N] days' written notice].
   On termination, the Client pays for hours worked and committed costs to that date.

11. WARRANTY & LIABILITY
   The Agency provides the services with professional skill. Neither party's total liability
   exceeds the fees paid in the [3] months before a claim.

SIGNED
Agency: __________________  Name: [name]  Title: [title]  Date: ________
Client: __________________  Name: [name]  Title: [title]  Date: ________

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