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Corporation Corp.
‍ Acme LLC.

Corporation Corp.

Acme LLC.

Corporation Corp.

Free Statement of Work Contract Template

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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 statement of work agreement?

A statement of work contract—sometimes called a scope of work contract, or SoW—is a contract between a freelancer and their client.

A SoW is an essential project management tool that gathers and defines every aspect of project scope.

This detailed document acts as the foundation of any successful project, outlining responsibilities, activities, milestones, and deliverables. It's used by project managers, project team members, and freelance service providers.

Sometimes referred to as a master services agreement, this project management tool often replaces a formal agreement and is particularly useful when working with non-profit clients.  

Know what you need from your statement of work agreement and need to get one sent asap? Sign-up now for Bonsai, and get your contract in a few clicks.

Why you need a statement of work

The statement of work acts as a detailed overview of a project; it's perfect for a project manager—be it in-house or freelance. It also functions to share detailed tasks in project roadmaps, define success, and give a clear work breakdown structure. All project objectives, the project budget, and expected outcomes should be detailed in your statement of work too.

As a freelance service provider, your statement of work is a valuable document when it comes to managing a project from start to finish, sharing the project's goals with the client and their team members, and outlining key performance indicators that will let you know if you're on track to hit those goals.

The SoW helps you avoid conflicts, minimizes errors, and keeps everyone on the same page throughout. It's an essential document for any contractor.

What should be included in a statement of work agreement

Not to be confused with a project charter, this project management document should include the following sections.

Statement/Scope of work

This part of the contract summarizes the project. For example, A four-page website design, including templates for Home, About Us, Blog, and Contact.

Make the top line clear, concise, and easy to understand, but don't be afraid to go into detail below. Use a section called Project Timeline or Tasks to take your client through the project step-by-step.

Detailed descriptions of the work

In project management, it's so important to give a clear overview of everyone's roles and responsibilities. This doesn't just mean your responsibilities, but every stakeholder involved. Even if stakeholders work together normally, their roles and responsibilities need to be defined for this specific project.


This is especially important for software development projects. List each deliverable for the project and its ideal release. Go through the entire project timeline and describe each deliverable in as much detail as possible.

Following the web design example, you should outline the style of the template, color scheme, whether copywriting is included—give a total narrative description. The best practice is to mirror the agreed-upon brief and project statement so that both you and your client are on the same page.

Delivery milestones and timeline of work

The perfect chapter to follow deliverables is the project timeline of all the deliverables, including due dates of actual tasks and their subtasks.

  • When do you aim to have first renditions, drafts, or tasks completed?
  • When will the project manager need to be available to review work?
  • When do you plan to have the successful completion of the entire project?

Answer all time-dependent questions here.

Payment details

Your payment details should follow standard uniform contract format examples and include all of the payment details you need.

  • Billable hours
  • Payment terms and conditions
  • Invoicing details
  • Payment dates and milestones

Unlike a project charter document, your statement of work document can be a legally binding agreement, so payment details are critical to include.

Cancellation clause

Your final contract needs a cancellation clause. Unfortunately, this project may get canceled—for numerous reasons. Here you'll need to outline the conditions for canceling the contract and how either party needs to give written notice.

Termination of contract

Your statement of work also needs to include what either party needs to do in the rare instance that you need to terminate a contract immediately. Here, list any work documents that need to be returned, software development tools that need admin rights revoked, project members to be contacted, and the formal document that needs to be delivered to demonstrate a legally binding termination of the agreement.

Other factors

Lastly, close out your statement of work with any extras. If you're delivering a digital document, it may be a good idea to hyperlink out to other important documents here, like:

  • The project charter document
  • The client purpose statement
  • The project statement
  • Key guidelines
  • The quality statement
  • The work outline
  • Any other applicable documents relevant to this particular project

The section of your statement of work agreement could also include any tools you may need access to and response liabilities.

Sample statement of work template

Your statement of work template agreement is ready for you. Whether you have a software development project, freelance writing services, or something else, this statement of work template has the bare bones of what you need to customize for your specific use case.

What's the benefit of using Bonsai instead of editing a template yourself?

Putting together a detailed contract is a lot of work. You'll need to include things like billable hours, due dates, performance objectives, a deliverables schedule, and so much more.

All Bonsai contracts have done the bulk of the work for you, using the precise language needed for the contract to be legally binding. All you need to do is adapt the template for your own use.

How to create an SoW contract template with Bonsai

Creating an SOW contract in Bonsai can be done in a few clicks. Once you've set up your account, you'll have the option to start a contract from scratch or work from a pre-made template that's specific to your service.

All Bonsai contracts are legally vetted, so all you need to do is add specific details to you and your client. Next, you can download your contract as a PDF or send it via the Bonsai platform.

Statement of work agreement FAQs

Is a statement of work a legal contract?

A statement of work is not traditionally a legal contract. However, that doesn't mean it can't be. It depends on the wording you include in your statement of work and whether or not both parties sign the document.

What is a statement of work used for?

A statement of work comes after the project charter. A statement of work covers the more detailed tasks of a project. It gives a clear overview of the key elements needed to make the project a success, performance metrics, scope creep, and covers specific tasks for different stakeholders.

Frequently Asked Questions

Questions about this template.

How to write a statement of work contract?

The scope of work covers the deliverables of a certain market. The service level agreement covers the expectations of an ongoing service. Easily create one with Bonsai's SOW contract templates. It's free to use and they are legally reviewed.

Who provides a statement of work?

An SOW is typically written by the client but authors can be both or the service provider. It can also be written by a third-party specialist.

What is the difference between a contract and a statement of work?

The statement of work is considered the foundation of the contract. It is also legally binding but is not the final contract to sign as it doesn't include the fees and payment details.