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Corporation Corp.
‍ Acme LLC.

Corporation Corp.

Acme LLC.

Corporation Corp.

Free SOW for Software Development

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents

What is a Software Development SOW?

A software development statement of work (SOW) is a legally binding business document aimed at capturing the contractual obligations of software development projects.

It defines project activities, requirements, and deliverables—think of it as your holy grail when it comes to your responsibilities as a software developer. 

Note: Sign up to Bonsai free to create a detailed software development statement of work. There you’ll also be able to create proposals, contracts, invoices, and more using ready-to-use and customizable templates.

The Purpose of a Software Development SOW

A software development statement of work is important for fleshing out the essential project delivery details. 

These details are key to creating a shared understanding of what will be delivered during different phases of the project. The purpose of creating an SOW is to define what’s within the project scope and what’s not.

Aim to strike a balance between providing a detailed description and creating an easy-to-read SOW. The best way to get started is to use a downloadable software statement of work template and customize it to fit your needs.

Here’re a few pointers to keep in mind when writing any SOW:

  • Set expectations: so that the client has a clear idea of the project and goals
  • Mention deliverables: that you will be sharing at each stage of the project timeline
  • Clarify scope: to include sufficient detail and avoid project scope creep at a later time
a person coding on laptop using extended monitors

Fundamentals of SOW Template for Software Development

A well-written statement of work acts as a baseline for work agreements between both parties. Including the right sections helps you define project scope, key performance indicators, and responsibilities. 

Moreover, it shows that you have a rock-solid understanding of the project goals and deliverables. Here’s more on what you can add to a software statement of work:

Project background

This is the first section of your statement of work. It defines the project rationale clearly and concisely. 

Project background gives a clear overview of:

  • Project purpose: that defines why an organization is undergoing a project
  • Project requisites: that outline internal and external resources needed for a project to succeed
  • Project goals: that a software developer needs to achieve when approaching software development outsourcing
  • Implementation: that specify steps to turn project plans into actions

Once you’ve identified the problem and its context, you can better approach the project. Use this section to pique the client’s interest by talking about your background and expertise, and how your software development company is perfectly positioned to provide a solution. 

Project objectives 

Use this space to specify participants, project duration, functionality implementation, and relevant background information. Project objectives communicate the project goals and help ensure both parties have a clear vision of measurable goals. Consider making these objectives:

  • Specific: so that you have a crystal clear path to achieving your goals
  • Measurable: so that you can easily track progress as you go
  • Achievable: ensure your goals are realistic
  • Relevant: so that the bigger goals reflect the project purpose
  • Time-bound: to measure the time horizon for accomplishing goals

Whilst you want to impress, you also want to be realistic—don’t set goals you won’t hit.

Scope of work

The scope of work is crucial for portraying your understanding of the entire project. Consider breaking down a project into manageable elements and creating a work breakdown structure in this section. 

The project scope also helps you to stay focused during the entire project and enables you to better avoid scope creep. Here’s an idea of what to include:

  • Project phases: to specify extensive and comprehensive tasks, and when they’ll be considered complete
  • General budget overview: to mention costs to be covered by the client
  • External factors: such as hardware and software restrictions that may influence the project outcomes
  • Requirements: to outline what you need to complete the project

Project requirements

Project requirements offer a clear picture of the work that you need to deliver. It also helps a client to understand the alignment between project resources and objectives. 

Consider using this section to outline different project requirements such as:

  • Business requirements: that define the high-level tasks that must be completed for successful project completion
  • Stakeholder requirements: to mention roles and requirements of stakeholders in the project
  • Solution requirements: to specify product features and functions that you’ll be developing
  • Functional requirements: of different users and resources involved in the project
  • Non-functional requirements: such as software performance, reliability, scalability, and maintainability
  • Transition requirements: outline the capabilities that a newly developed software must have for a smooth transition from the current state

This highlights the boxes that a solution needs to tick, and provides guidance on what’s needed from your final software solution.

Project schedule

A project schedule is a timetable that defines project start and end dates, as well as the project milestones. Clients usually combine this with the work breakdown structure in order to easily create a timeline. Use this section to mention:

  • Time: required for completing the tasks you’ve outlined
  • Milestones: that the software developer must meet to complete the project on time
  • Resources: to mention teams and tools that you will need to complete the project successfully

While the length of this section is flexible, it’s best to talk to clients to understand their preferences. A software development vendor usually uses one of these three project management schedules:

  • Master project schedule: to offer a high-level overview of key task duration. It includes major deliverables, work breakdown structure, and important milestones.
  • Milestone schedule: to track major progress but not every deliverable status. It divides the entire project into major phases using milestones.
  • Detailed project schedule: to monitor the status of every project element. It includes project tasks and resources crucial for project completion.
five people coworking on a big table

Payment terms and conditions

This is where you mention the payment model, terms, and conditions. Most of this section depends on what you’ve discussed with the client during initial conversations. 

You can use this space to outline accepted payment methods, milestones, and ways to resolve payment disputes. 

Bonsai top tip: Use a ready-to-go software development invoice template when it comes to requesting payment.

Project acceptance and change control

This is the last section of the statement of work. Project acceptance criteria acknowledges that a software developer has enlisted key project deliverables and met any other project requirements. 

You can also use this section to specify change control methods, including uses of change implement management software and the process for dealing with change requests.

Once your project is accepted, it’s time to formalize everything in a software development contract.

Creating an SOW for Software Development is Simple with Bonsai

If you’re stuck figuring out how to write a statement of work, Bonsai’s here to help. Create a stellar software developing SOW with thousands of ready-to-use, customizable, and free templates available on Bonsai. Here’s how to get started:

  1. Sign up for free to Bonsai
  2. Select a software development SOW
  3. Edit and customize your SOW

Once you create a statement of work using the free templates available, you can send it to a client, get it signed, and manage it without ever leaving the platform. 

Software development SOW FAQs

What is a software development SOW?

A software development SOW is a legally binding document that acts as a guideline during project execution. It contains project activities, deliverables, timelines, and payment terms. 

Consider using a free template on Bonsai to create a software development SOW. It’s simple and customizable to ensure you’ve covered all bases.

What does a software development SOW contain?

The key sections to include in software SOW are:

  1. Project background
  2. Project objectives
  3. Scope of work
  4. Project requirements
  5. Project schedule
  6. Payment terms
  7. Project acceptance
  8. Project change control

Frequently Asked Questions

Questions about this template.

How to write a software development SOW?

Skip manually designing and editing a SOW. Writing an SOW for software developers is easy with Bonsai. You can sign up for free and download our easy to use templates.

Who should write a software development SOW?

This typically is written by the client but authors may vary. The software development and client can put up the SOW together.

What is SOW mean in software development?

An SOW or Statement of Work in the software development industry is a business document that details every detail of the contract between the customer and an outsourcing firm. This reduces the likelihood of disagreement or misunderstanding between the two parties in the future.