Time & Materials Statement of Work (SOW) Template

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This Time & Materials Statement of Work (the “SOW”) is entered into as of [Effective Date] by and between:

Client: [Client Legal Name], address: [Address] (“Client”)

Service Provider: [Provider Legal Name], address: [Address] (“Provider”)

Master Agreement (If Any): This SOW is governed by: ☐ Master Services Agreement dated [Date] ☐ Other agreement: [Name/Date] ☐ None.

1. Project Overview

1.1 Project Name: [Project name].

1.2 Objective: [What the project aims to achieve in plain language].

1.3 Start Date: [Date].

1.4 Estimated Duration (Optional): [__ weeks/months] (estimate only).

2. Scope of Services

2.1 Provider will perform the following services (“Services”):

[Service area #1]
[Service area #2]
[Service area #3]

[Service area #1]

[Service area #2]

[Service area #3]

2.2 Out of Scope (Optional):

[Not included item #1]
[Not included item #2]

[Not included item #1]

[Not included item #2]

3. Deliverables (If Any)

3.1 Deliverables (if applicable) include:

[Deliverable #1 + short description]
[Deliverable #2 + short description]

[Deliverable #1 + short description]

[Deliverable #2 + short description]

3.2 Deliverables may change through the change control process in Section 10.

4. Team and Roles

4.1 Provider personnel (as applicable):

[Role/Name] — responsibilities: [__]
[Role/Name] — responsibilities: [__]

[Role/Name] — responsibilities: [__]

4.2 Client contacts:

Project owner: [Name/Title]
Day-to-day contact: [Name/Title]

Project owner: [Name/Title]

Day-to-day contact: [Name/Title]

5. Time Tracking and Billing Increments

5.1 Provider will track time by: ☐ timesheets ☐ ticketing system ☐ other: [Method].

5.2 Billing Increment: ☐ 15 minutes ☐ 30 minutes ☐ 1 hour ☐ other: [__].

5.3 Hours of Work (Optional): [Business hours/time zone], excluding holidays unless agreed.

6. Rates and Fees

6.1 Hourly Rates (List):

[Role] — $[Rate]/hour
[Role] — $[Rate]/hour
[Role] — $[Rate]/hour

[Role] — $[Rate]/hour

6.2 Rate Changes (Optional): Rates may change only with written notice of [__] days and Client’s written approval for continued work, unless the master agreement states otherwise.

6.3 Not-to-Exceed Cap (Optional): Total fees and expenses will not exceed $[Amount] without Client’s prior written approval.

7. Materials and Expenses

7.1 Client will reimburse approved expenses and materials that are:

necessary to perform the Services, and
pre-approved in writing if they exceed $[Threshold] per item or $[Threshold] total.

necessary to perform the Services, and

pre-approved in writing if they exceed $[Threshold] per item or $[Threshold] total.

7.2 Examples: travel (if approved), third-party tools/licenses (if approved), shipping, printing.

7.3 Provider will provide receipts or reasonable documentation upon request.

8. Invoicing and Payment

8.1 Invoice Frequency: ☐ weekly ☐ biweekly ☐ monthly.

8.2 Each invoice will include: time entries (summary), rates applied, and itemized expenses.

8.3 Payment Terms: Net [**] days from invoice date, unless otherwise agreed.

8.4 Disputes: Client must notify Provider of any invoice dispute within [**] days of receipt, specifying the disputed amount and reason.

9. Assumptions and Client Responsibilities

9.1 Client will provide timely access to: [systems, information, stakeholders].

9.2 Delays caused by missing access/feedback may impact schedule and increase billed time.

9.3 Client will appoint a decision-maker to approve scope changes and expenses.

10. Change Control

10.1 Either party may request changes to scope, priorities, or deliverables.

10.2 Changes should be documented in writing (email is acceptable unless prohibited) and should include: description, estimated effort, and any impact on budget/cap.

10.3 Provider will not begin materially changed work until Client approves the change.

11. Acceptance (If Deliverables Apply)

11.1 If deliverables are included, Client will review within [__] business days of delivery.

11.2 If Client does not provide written feedback within that period, deliverables will be deemed accepted (optional).

12. Term and Termination

12.1 Term: This SOW begins on the Effective Date and continues until completion or termination.

12.2 Either party may terminate this SOW with [__] days’ written notice, subject to the master agreement (if any).

12.3 Client will pay for all time worked and approved expenses incurred through the termination effective date.

Signatures

Client: [Client Legal Name]

Name/Title: [Authorized Signer]

Date: [Date]

Signature: ___________________________

Service Provider: [Provider Legal Name]

Name/Title: [Authorized Signer]

Date: [Date]

Signature: ___________________________

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Time & Materials Statement of Work (SOW) Template

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Frequently asked

Time & Materials Statement of Work (SOW) Template — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is a time & materials statement of work?

A Time & Materials (T&M) Statement of Work is a project document that describes what services will be performed and how the client will be billed based on actual time spent and materials used. It’s commonly used when the exact scope or timeline may change, making fixed-price billing harder.

How is it different from a fixed-price SOW?

In a fixed-price SOW, the price is set for defined deliverables. In a T&M SOW, invoices are based on hours worked and approved expenses/materials. A T&M SOW usually includes rate tables, time tracking rules, and a not-to-exceed cap (optional).

What should be included?

Include: scope, roles, hourly rates, billing increments, expense rules, approvals, reporting, assumptions, acceptance criteria (if any), and change control. This template includes each of these in plain language without using tables.

Can you include a budget cap?

Yes. Many T&M SOWs include a “not-to-exceed” amount and require written approval to go beyond it. This template includes an optional cap and a simple approval process.

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