What It Does
For in-house counsel, the scope of work needs to give the delivery team a usable agreement on completion and payment. A practical test: hand it to someone who was absent from the negotiation and ask when a deliverable is done, who accepts it, and what happens if it fails.
Lists the outputs the provider owes and the work the engagement expressly excludes.
Sets dates, phases, and dependencies, including the customer inputs the provider needs to meet the schedule.
Defines acceptance criteria, the reviewer, the review window, and the process for correcting rejected deliverables.
Connects fees, rate cards, payment milestones, and expense rules to the agreed work.
Defines the process for changing scope, price, and timing, including who may approve a change and any exceptions.
The Serve Robotics agreement below requires signed approval for scope changes but expressly exempts minor changes that do not add to or modify the statement of work.
When You'll See It
Master Services Agreements With Statements of Work: The MSA often carries indemnity, liability caps, IP ownership, and termination. Each SOW often carries deliverables, timing, and price, and an order-of-precedence clause tells you which document governs a conflict.
Construction and EPC Contracts: The scope may sit in a numbered schedule, with change procedures that address price and completion dates. Check who can direct a change and which changes require advance agreement.
Consulting and Independent Contractor Agreements: An exhibit or Schedule A often carries the scope, and the control the customer exercises over the work may bear on worker-classification analysis under applicable law.
Technology Implementation and Managed Services Agreements: Scope covers configuration, migration, integrations, testing, and go-live criteria, with service levels running alongside in a separate schedule.
Government and Grant-Funded Contracts: Statutory or regulatory requirements may flow down into the scope, and the funding source may constrain how the parties can change it.
The terms overlap, and the agreement’s definitions and context determine which meaning controls.
Scope of work: often the tasks, deliverables, specifications, timelines, and exclusions that define the work, whether set out in a section, exhibit, or numbered schedule inside a larger agreement or used as a standalone document.
Statement of work: often a separate, signed instrument under a master agreement that sets out the agreed services and may add fees, invoicing, key personnel, term, and other commercial terms. One MSA can carry many SOWs. Drafters abbreviate both concepts as SOW, so check the agreement’s definitions and precedence clause before assuming which meaning controls.
Examples
Magna New Mobility USA, Inc. / Serve Operating Co. (filed by Serve Robotics Inc.)
Master Services Agreement (Magna New Mobility)
What a statement of work must contain and who can authorize work
Mutual
2024
The sole authority to commence the provision of Services by Serve, or to obligate payment for Services by Magna, shall be a written Statement of Work executed by an authorized representative of both Parties. Each Statement of Work is automatically deemed to include all the terms and provisions of this Agreement. Each Statement of Work shall contain, unless the Parties agree otherwise, a description of the scope of the Services, the time to be spent performing the Services, the fee for Services, the functional requirements and technical specifications applicable to the work ("Specifications"), the work schedule, and such other information as the Parties determine are required.
TVI, Inc. d/b/a Savers (filed by Savers Value Village, Inc.)
Consultant Agreement
Order of precedence when the statement of work and the master agreement conflict
Mutual
2025
In the event of any conflict between the terms and conditions of this Agreement and a Statement of Work, the following shall be the order of precedence: (1) the Statement of Work referred to and attached to and incorporated into the terms and conditions of this Agreement, and (2) the Terms and conditions of this Agreement, as then amended by the parties to this Agreement.
Corpus Christi Liquefaction, LLC / Bechtel Energy Inc. (filed by Cheniere Energy, Inc.)
EPC Change Order (Corpus Christi Stage 3)
Owner-initiated change order revising the scope schedule
One-Sided
2024
In accordance with Section 6.1 of the Agreement ("Owner's Right to Change Order"), Schedule A-1 ("Scope of Work") of the Agreement is hereby revised to include: 1) The procurement of steel material and installation associated with the retrofit of 30PK-3301 A, B, and C Firewater (FW) Pump Shelters.
Wavelo, Inc. / DISH Wireless L.L.C. (Tucows, Inc. parent guarantee)
Sixth Amendment to MVNE Master Services Agreement
Written exclusions that remove items from scope
Mutual
2025
The following table summarizes the exclusions made to the scope of work in Section I (Table of Services) of Schedule A (Scope of Work) of the Agreement. ... For clarity and the avoidance of doubt, the items listed in this Appendix A-3 are no longer in scope.
Remitly, Inc. (filed by Remitly Global, Inc.)
Consulting Agreement
Scope of work incorporated by reference and carrying the fees
One-Sided
2025
Contractor shall perform the Services described in the Scope of Work (Exhibit A), incorporated herein by reference. ... Fees for Contractor's Services are set forth in the Scope of Work.
Negotiate
You want measurable deliverables, a workable acceptance process, and control over additional charges.
Ask that each deliverable carry a name, a format, a due date, and an owner, and replace category language like "project management support" with the artifacts the provider will hand over.
Set a review window, a written notice of rejection with reasons, a cure period, and a remedy if a deliverable fails a second time, and cap the cure attempts before a refund or termination right opens.
Fix hourly and daily rates for the term of the SOW so added scope prices off the same table as the original scope.
A precedence clause that puts the MSA first protects the negotiated liability, indemnity, and IP positions from an SOW drafted by a delivery team.
Ask the provider to list excluded work, and check those exclusions against any obligation to provide services reasonably necessary to complete the project.
Release payment when a deliverable passes its test, which keeps commercial leverage aligned with delivery.
You want a defined scope, timely customer inputs, and payment for approved changes.
List the access, data, approvals, environments, and personnel the customer owes, and provide that missed dependencies extend the schedule and shift cost.
Ask that a deliverable count as accepted if the customer stays silent past the review window or puts the deliverable into production use.
Reserve the right to decline out-of-scope requests and confirm that no obligation to perform arises before both parties sign a change order.
For multi-year engagements, tie the rate card to an annual adjustment so a long-lived SOW carries current economics.
Resist "and all services reasonably necessary" language, which pulls unpriced work into a fixed-fee engagement.
A split precedence clause, where the SOW governs scope and fees and the MSA governs legal terms, gives both sides what they need.
Red Flags
Language like "high-quality strategic support" or "industry-standard implementation" gives a reviewer nothing to measure; ask what document, code, or report changes hands.
When the scope names deliverables but omits acceptance criteria, the parties may disagree about completion and payment. Specify the test, reviewer, and review period.
An SOW with no agreed change process leaves uncertainty about whether emails or conversations authorize extra work and fees. Define approval authority and document changes.
An SOW that controls over the MSA lets a signed scope document override negotiated liability caps, indemnities, and IP assignment; read the precedence clause before you read the scope.
Phrases such as "all services reasonably necessary to complete the project" or "services inherent or customarily provided" expand scope without expanding price, and they cut against whichever side carries fixed-fee risk.
An SOW with no end date, or one that renews automatically alongside the MSA, keeps a stale scope and a stale rate card alive for years.
A lump sum with no allocation across milestones leaves both sides without a basis to value partial performance at termination.
FAQs
This content is for informational purposes only and does not constitute legal advice.
