In many service-based relationships, the Statement of Work (SOW) is where the real commercial detail sits.
The Master Services Agreement (MSA) usually sets out the legal framework: liability, payment terms, intellectual property ownership, confidentiality and other core provisions. But the SOW is the document that defines what the supplier is actually being asked to do.
Despite this, many SOWs are drafted surprisingly loosely. In practice, this is often where misunderstandings between clients and suppliers begin.
After reviewing a large number of commercial services agreements, a few recurring issues appear time and again.
1. Vague scope of services
A common problem is that the scope of services is described in very general terms.
For example, an SOW might say that a supplier will “support marketing activity”, “assist with digital strategy”, or “provide design services”.
At first glance, this may seem sufficient. However, these descriptions leave significant room for interpretation. One party may assume ongoing strategic support, while the other believes the engagement is limited to a defined piece of work.
When expectations diverge, disputes often follow.
A well-drafted SOW should clearly define what services are included, and just as importantly, what falls outside the agreed scope.
2. Unclear deliverables
Closely linked to scope is the issue of deliverables.
Is the supplier delivering a strategy document, a series of campaign assets, or ongoing advisory services? Are there specific milestones or outputs that must be produced?
Without clear deliverables, it becomes difficult for both parties to measure whether the supplier has met its obligations.
Clear deliverables also help prevent “scope creep”, where additional work gradually becomes expected without any formal agreement or adjustment to fees.
3. No objective acceptance criteria
Another issue frequently seen in SOWs is the absence of acceptance criteria.
Acceptance criteria provide an objective way for the client to determine whether deliverables meet the agreed requirements. Without them, discussions about whether work is “complete” can quickly become subjective.
Including acceptance procedures, such as review periods, feedback mechanisms and deemed acceptance provisions can significantly reduce friction during delivery.
4. Missing or weak change control mechanisms
Projects rarely remain static. Requirements evolve, priorities shift, and new ideas emerge as work progresses.
Without a structured change control process, however, these changes can blur the boundaries of the original scope.
A clear change control mechanism allows the parties to formally agree variations to the services, timelines or fees. This protects both sides by ensuring that additional work is recognised and documented.
5. Important legal terms appearing in SOWs
Another issue that sometimes arises is when key legal provisions are inserted directly into SOWs rather than being addressed in the main agreement.
Terms relating to liability, intellectual property ownership, or payment triggers can occasionally be repeated or modified in individual SOWs. This can create inconsistencies with the overarching MSA and lead to uncertainty about which provisions take precedence.
For this reason, core legal terms are usually better dealt with in the main agreement, leaving the SOW to focus on the commercial and operational detail.
The SOW deserves more attention!
Because the SOW governs the practical delivery of services, it often plays a central role in determining whether a project succeeds or fails.
A clear and well-structured SOW helps align expectations, manage scope and provide a framework for resolving issues as they arise.
In many cases, investing a little more time in drafting the SOW at the outset can prevent significant problems later on.
For businesses that regularly work under MSAs and project-based SOWs, treating the SOW as a key contractual document rather than an administrative attachment can make a meaningful difference to how smoothly projects run.
