How to review a statement of work (SOW)

A statement of work (SOW) sets out the project: what the provider will do, by when, for how much, and how the customer will accept it. It usually sits under a master services agreement (MSA) that holds the legal terms. Most disputes in services deals come from the SOW, not the MSA, because that is where scope and acceptance live. This checklist covers what to check and how to review an SOW in Word with LexDraft's Services playbook.

Last checked: 17 October 2026. The law changes; check the current position before relying on this page.

Check the link to the MSA first

• Which MSA governs? Identify the MSA by name and date, and make sure the SOW is signed by the same contracting entities.
• Order of precedence. Check whether the MSA or the SOW wins in a conflict. If SOWs can override the MSA, limit that to clauses the SOW names expressly.
• Do not re-negotiate the MSA by accident. Liability, IP and indemnity language in an SOW can change the MSA position for that project. Flag it.

SOW clause checklist

• Scope and services. Describe what is in scope and, just as important, what is out of scope.
• Deliverables. List each deliverable with a description detailed enough to test against.
• Assumptions and dependencies. Customer responsibilities, access, data and decisions the provider relies on, and what happens to the timeline and fees if they slip.
• Timeline and milestones. Dates, milestones and whether any date is a firm commitment with consequences.
• Acceptance. Acceptance criteria, the test period, the process for rejection and fixes, and whether silence counts as acceptance.
• Fees and payment. Fixed fee, time and materials with rate card, or milestone payments. Check caps on time and materials work, expenses and invoicing triggers.
• Change control. A written change order process for scope, timeline and price changes, with who can sign on each side.
• Personnel. Key personnel, replacement rights, subcontractors and on-site rules.
• IP in deliverables. Confirm the MSA's IP clause covers this project. Remember that "work made for hire" only applies to a commissioned work if it falls within the categories in 17 U.S.C. section 101 and the parties agree in writing, so a backup assignment matters.
• Project governance. Status reports, meetings and escalation.

A SOW review workflow in Word

LexDraft is a Word add-in from Microsoft AppSource. It opens as a side panel in Word 365 (Windows and Mac), Word 2021 and Word on the web, so the agreement never leaves the tool you already draft in.

1. Open the agreement in Word and open LexDraft in the side panel.
2. Pick the governing law. Select the state named in the governing law clause so LexDraft looks for state-specific red flags.
3. Run the review. Run the review with the Services playbook, which checks scope, acceptance, fees, IP, liability and termination terms. Review the SOW together with the MSA it sits under.
4. Triage by severity. Findings are graded Critical, High, Medium or Low, and LexDraft flags standard terms that are missing.
5. Run the quick checks. The defined-term and cross-reference checks are rule-based and run without AI.
6. Accept or reject each redline. Accepted changes land as native Word tracked changes.
7. Verify and sign off. You check every output before it goes to the client or the other side.

Common mistakes

• Deliverables described as activities ("support the migration") rather than outputs.
• No assumptions section, so every delay becomes the provider's fault.
• Mixing "Deliverables", "Work Product" and "Services" without defining them. The defined-term check catches this.

For a printable list, see the SOW checklist.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. Spotted something out of date? Email support@lexdraft.ai and we will fix it.