Guide
How to Review a Statement of Work
By Keelstar Team · Updated June 1, 2026
The short answer
Read the SOW alongside the master agreement — the MSA governs legal terms, the SOW governs what is being delivered. Confirm deliverables are specific and measurable, timelines are realistic, acceptance criteria are defined, and pricing matches the proposal. Vague scope language is where scope creep and disputes begin.
The MSA-SOW relationship
Professional services and implementation engagements typically use a two-document structure: a Master Services Agreement that applies to all work between the parties, and a Statement of Work for each project. The MSA covers legal terms. The SOW covers commercial specifics. Review both together — a well-drafted MSA does not save you from a vague SOW.
Deliverables must be specific
The highest-risk SOW language is vague deliverables: 'consulting services as requested' or 'support as needed.' Deliverables should be named, described, and measurable. 'Configure CRM integration per attached specification' is reviewable. 'Provide ongoing support' is not. If deliverables reference attachments, confirm the attachments are included and current.
Timelines and milestones
Check: start date, end date, milestone dates, and what happens if the vendor misses them. Are there penalties or just extensions? Do your payment obligations tie to milestone completion? A SOW with payment due upfront and deliverables due in six months creates risk if the vendor underperforms.
Acceptance criteria
Define how you accept or reject deliverables. Reasonable acceptance language gives you a defined period (e.g., 10 business days) to review and reject non-conforming work, with the vendor obligated to cure. Without acceptance criteria, the vendor can claim completion and invoice regardless of quality. Silence on acceptance usually favors the vendor.
Change control
Scope changes happen. The SOW should specify how changes are requested, approved, and priced — typically through written change orders signed by both parties. Without change control, the vendor can claim extra work was authorized verbally, or you can be billed for scope you did not approve. No change order, no extra bill.
Pricing and expenses
Confirm the SOW pricing matches the proposal: fixed fee vs time-and-materials, hourly rates, expense reimbursement caps, and what is included vs billable separately. Travel, software licenses, and third-party costs are common sources of surprise invoices. If expenses are reimbursable, set a cap or require pre-approval above a threshold.
Frequently asked questions
- What is the difference between an MSA and an SOW?
- The MSA (Master Services Agreement) sets the legal framework — liability, termination, IP, confidentiality. The SOW defines the specific project: deliverables, timeline, price, and acceptance criteria for one engagement.
- Can an SOW override the MSA?
- Usually no — the MSA states that it governs unless the SOW explicitly overrides a specific term. If the SOW is silent on a topic, the MSA applies. Check the order of precedence clause.
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