Statement of Work (Australia)
SOW Reference: [SOW Number]
Date: [SOW Date]
This Statement of Work (the “SOW”) is issued under and incorporates by reference the [Master Agreement Name] (the “Master Agreement”) between the Parties. In the event of any inconsistency between this SOW and the Master Agreement, the terms of the Master Agreement prevail to the extent of the inconsistency, unless this SOW expressly states otherwise.
PARTIES
Service Provider: [Provider Name] (ABN [Provider ABN]), of [Provider Address], [Provider Suburb], [Provider State] [Provider Postcode].
Client: [Client Name] [Client ABN], of [Client Address], [Client Suburb], [Client State] [Client Postcode].
1. PROJECT OVERVIEW
1.1 Project Name: [Project Name]
1.2 Background and Objectives:
[Project Background]
2. SCOPE OF WORK
2.1 The Service Provider agrees to perform the following work (the “Services”):
[Scope Of Work]
2.2 The following are expressly outside the scope of this SOW and are not included in the project fee. Out-of-scope work will only be performed pursuant to a signed Change Order and at rates agreed in writing:
[Out Of Scope]
2.3 The Service Provider will perform the Services in accordance with the Master Agreement, this SOW, and all applicable Australian laws and standards.
3. DELIVERABLES AND ACCEPTANCE
3.1 The Service Provider will produce the following deliverables (the “Deliverables”):
[Deliverables]
3.2 Acceptance Criteria: The following criteria will be applied by the Client when reviewing and accepting each Deliverable:
[Acceptance Criteria]
3.3 Acceptance Process: On delivery of each Deliverable, the Client will have the number of business days specified in the acceptance criteria to review the Deliverable and provide written notice of: (a) acceptance; or (b) rejection, specifying in reasonable detail the defects or non-conformances. If the Client fails to respond within the review period, the Deliverable is deemed accepted.
3.4 On rejection, the Service Provider will remedy the identified defects within an agreed timeframe and re-submit the Deliverable for review. The Client may not reject a Deliverable for reasons unrelated to the acceptance criteria or for matters that are outside the scope of this SOW.
4. TIMELINE AND MILESTONES
4.1 The project commences on [Start Date] and is targeted for completion by [Completion Date], subject to the Client Dependencies set out in clause 6.
4.2 Key milestones:
[Milestones]
4.3 The Service Provider will promptly notify the Client in writing if it reasonably anticipates that any milestone or the completion date will not be achieved. The notice must state the cause of the delay, the expected revised date, and any steps the Service Provider is taking to mitigate the delay.
4.4 Time is not of the essence unless this SOW expressly specifies otherwise in respect of a particular milestone.
5. FEES AND PAYMENT
5.1 Project Fee: The total fee for the Services is $[Total Fee] ([GST Treatment]).
5.2 Payment Schedule: The project fee is payable as follows: [Payment Schedule].
5.3 The Service Provider will issue tax invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Each tax invoice will include the Service Provider’s ABN and identify the GST component separately.
5.4 The Client must pay each tax invoice within [Payment Terms] days of the invoice date by electronic funds transfer to the bank account nominated by the Service Provider.
5.5 If the Client fails to pay any invoice by the due date, the Service Provider may: (a) charge interest on the overdue amount at 10% per annum, calculated daily; and (b) suspend further performance of the Services on 5 business days’ written notice until payment is received, without liability for delay caused by such suspension.
5.6 The project fee is fixed for the scope set out in clause 2. Additional fees are payable only for work authorised by a signed Change Order under clause 6.
6. CHANGE MANAGEMENT
6.1 Change Process: [Change Process]
6.2 No change to the scope, timeline, or fee is effective unless documented in a signed Change Order. The Service Provider is not obliged to perform changed or additional work until a Change Order is duly executed.
6.3 The Parties acknowledge that changes to the scope may have downstream impacts on milestones and the target completion date. A Change Order may revise the project timeline, and the Service Provider will not be in breach of this SOW for delays attributable to approved scope changes.
7. CLIENT DEPENDENCIES AND ASSUMPTIONS
7.1 The Service Provider’s ability to perform the Services and meet the milestones and completion date is contingent on the Client fulfilling the following dependencies and assumptions:
[Client Dependencies]
7.2 If the Client fails to meet any dependency within the timeframe specified, the Service Provider’s obligations to meet the corresponding milestone or the completion date are suspended by an equivalent period. The Service Provider may also claim the reasonable additional costs caused by the delay.
7.3 The Client must designate a primary point of contact with authority to approve deliverables and issue Change Orders on behalf of the Client.
8. INTELLECTUAL PROPERTY
8.1 Subject to full payment of all fees under this SOW, the Service Provider assigns to the Client all intellectual property rights in the Deliverables created specifically for the Client under this SOW, to the extent such rights vest in or are assignable by the Service Provider. This assignment is in accordance with the Copyright Act 1968 (Cth) and takes effect upon receipt of full payment.
8.2 The Service Provider retains all intellectual property rights in its pre-existing materials, tools, frameworks, code libraries, and methodologies (Background IP). The Service Provider grants the Client a non-exclusive, royalty-free, perpetual licence to use any Background IP incorporated in the Deliverables to the extent necessary to use and enjoy the Deliverables.
8.3 Each Party warrants that its performance of this SOW will not infringe the intellectual property rights of any third party.
9. GOVERNING LAW
9.1 This SOW is governed by the laws of [Governing State], Australia. Each Party submits to the non-exclusive jurisdiction of the courts of [Governing State] and the Federal Court of Australia.
9.2 Nothing in this SOW excludes, restricts, or modifies any right or remedy implied or imposed by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded or limited.
9.3 Except as set out in this SOW, all other terms, conditions, and provisions of the Master Agreement apply to this SOW and are incorporated by reference.
AUTHORISATION
This SOW is agreed and authorised by the duly authorised representatives of each Party.
SERVICE PROVIDER: [Provider Name]
ABN: [Provider ABN]
Address: [Provider Address], [Provider Suburb], [Provider State] [Provider Postcode]
CLIENT: [Client Name]
Address: [Client Address], [Client Suburb], [Client State] [Client Postcode]
Service Provider
________________
Signature
Date: ________________
Client
________________
Signature
Date: ________________
What Is a Statement of Work (Australia)?
A Statement of Work in Australia records the services to be provided, the fees, the service levels, and each party's obligations between the provider and the client under the Corporations Act 2001 (Cth).
In Australian business practice, SOWs are most commonly issued under a master services agreement (MSA) or framework contract. The MSA sets out the overarching commercial terms — intellectual property ownership, limitation of liability, confidentiality, dispute resolution, governing law, and insurance — while each SOW references the MSA and adds only the project-specific details. This structure allows organisations and their service providers to negotiate standard commercial terms once and then rapidly authorise individual projects without renegotiating the legal framework each time.
SOWs are used extensively in information technology, digital transformation, cloud migration, software development, management consulting, marketing and communications, engineering, and professional services. Australian government agencies — at both Commonwealth and state levels — routinely require SOWs as part of their procurement processes under the Commonwealth Procurement Rules and relevant state frameworks.
The legal effect of a SOW depends on whether it is issued under a master agreement (in which case it takes effect as a binding variation or project order under that agreement) or as a standalone document (in which case it is itself the contract). In either case, the SOW creates legally binding obligations under the general law of contract and is subject to the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
Intellectual property considerations are particularly important in Australian SOWs. Under the Copyright Act 1968 (Cth), copyright in works created by an independent contractor vests in the contractor as author, not the client, unless there is a written assignment. A SOW that does not include an express IP assignment clause may leave the client without ownership of the software, designs, reports, or other deliverables it has paid for.
GST under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) applies to project fees charged by GST-registered service providers at 10%, and the SOW should specify whether the project fee is GST-inclusive or GST-exclusive to avoid disputes.
The legal framework governing the Statement of Work (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Statement of Work (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Statement of Work (Australia)?
A Statement of Work is the appropriate document to use when a business or government agency in Australia needs to formally define and authorise a specific project or body of work, whether issued under a master services agreement or as a standalone project contract.
IT and technology projects require SOWs to define the scope of software development, systems integration, cloud migration, cybersecurity assessment, or managed services engagements. Technology projects are particularly prone to scope disputes — a SOW with a detailed scope, clear out-of-scope exclusions, and a documented change management process is essential to managing cost and timeline risk.
Consulting and advisory engagements benefit from SOWs when the work involves defined deliverables (a strategy document, a process review report, a financial model) with clear acceptance criteria, rather than ongoing advisory retainer services. A SOW is appropriate where the scope is bounded and the engagement is expected to conclude on delivery of the specified outputs.
Marketing, design, and creative projects — including brand development, website design, advertising campaigns, and content creation — require SOWs to define the creative brief, the number of revision rounds included, the file formats to be delivered, and the intellectual property ownership of creative output.
Construction and engineering projects, including fitout, renovation, and infrastructure projects, benefit from SOWs issued under a head contract when multiple work packages or subcontracted packages need to be individually defined and authorised.
Government and public sector procurement frequently requires SOWs as part of the request for tender or request for proposal process. A well-drafted SOW is the foundation of a successful government procurement and contract performance framework.
Parties in Australia should prepare a Statement of Work (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Statement of Work (Australia)
A well-drafted Australian Statement of Work must address the following key elements to provide clear project definition, manage risk, and comply with applicable law.
Project Overview and Objectives — Every SOW should begin with a clear statement of the project name, background, and objectives. This contextualises the scope and gives both parties a shared reference point for interpreting the SOW's more specific provisions. Misalignment on project objectives is a common cause of disputes that could be avoided with a clear statement of purpose.
Scope of Work and Exclusions — The scope clause is the most commercially critical provision of any SOW. It must describe in specific, measurable terms what the service provider will do, including the specific activities, tasks, technologies, and processes covered. An express list of exclusions — work that is explicitly not included in the project fee — is equally important and prevents the client from asserting that excluded work was implied by the scope description.
Deliverables and Acceptance Criteria — The deliverables list specifies the tangible outputs the service provider will produce. Each deliverable should have defined acceptance criteria: objective, measurable standards against which the client will assess whether the deliverable meets requirements. A deemed acceptance mechanism (the deliverable is accepted if the client does not provide written rejection within the review period) protects the service provider from open-ended review periods.
Timeline and Milestones — The project timeline sets out the start date, target completion date, and key milestone dates. Milestones may also be linked to payment obligations (particularly in milestone-based payment structures). The SOW should address who bears responsibility for delays and how milestone dates are adjusted for delays caused by the client failing to fulfil its dependencies.
Fees, GST, and Payment Schedule — The total project fee, GST treatment, and payment schedule should be clearly specified. Common payment structures include upfront deposit plus completion payment, milestone-based payments, or time-and-materials billing. The SOW should specify the invoicing and payment process, the payment terms (days), and the consequences of late payment.
Change Management — A documented change request and Change Order process is essential to manage scope creep and protect both parties' interests. The process should specify how changes are requested, assessed, priced, and authorised, and should clearly state that changes are not effective until a Change Order is signed.
Client Dependencies — Many SOWs fail because the service provider cannot proceed without the client fulfilling certain obligations — providing access, making decisions, or supplying information. Documenting these dependencies and their deadlines, together with the consequence of delay (suspension of the service provider's obligation to meet milestones), is important for fair allocation of timeline risk. The forms-legal.com Statement of Work (Australia) template covers the mandatory elements under Corporations Act 2001 (Cth).
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author = {{Forms Legal}},
title = {Statement of Work (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/services/statement-of-work-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
A Statement of Work (SOW) is a project-specific scope document that defines in detail the work to be performed, the deliverables to be produced, the timeline and milestones, and the fees payable for a particular project or engagement. In Australia, SOWs are most commonly issued under a master services agreement (MSA) or framework contract that sets out the overarching terms and conditions (such as liability, confidentiality, intellectual property, dispute resolution, and governing law), with each SOW describing the specific work package authorised under that framework. This structure is popular in IT services, digital transformation, management consulting, engineering, and government contracting because it allows both parties to negotiate the framework terms once and then quickly authorise individual projects by executing a SOW without renegotiating the standard commercial terms each time. SOWs can also be used as standalone documents where no master agreement exists. In Australian government procurement, SOWs are a standard requirement under the Commonwealth Procurement Rules and state procurement frameworks.
When a SOW is issued under a master services agreement (MSA), the MSA's commercial terms (liability caps, confidentiality, IP ownership, insurance, dispute resolution, governing law) apply to the SOW by incorporation. The SOW then contains only the project-specific details: scope, deliverables, milestones, timeline, fees, and any project-specific variations from the MSA defaults. In the event of a conflict between the SOW and the MSA, most Australian frameworks follow the principle that the MSA prevails unless the SOW expressly states a variation. However, parties sometimes invert this priority, allowing SOW-specific provisions to override the MSA for that project. The priority of documents must be clearly stated in both the MSA and the SOW. A common error is for SOW authors to include commercial terms (such as expanded liability caps or modified payment terms) without realising those terms conflict with the MSA, creating ambiguity about which provision applies.
Acceptance criteria in an Australian SOW should be specific, objective, and measurable so that both parties can determine whether a deliverable meets the requirements without relying on subjective judgement. Good acceptance criteria include: functional requirements (e.g. the system must process 1,000 concurrent users without response times exceeding 3 seconds), quality standards (e.g. code must pass all automated tests with 90%+ coverage), format requirements (e.g. reports must be delivered in PDF and Excel formats), and completeness standards (e.g. all items in the requirements specification must be addressed). The SOW should also specify the review period — the number of business days the client has to review a deliverable and provide written feedback — and the consequence of failing to respond (typically deemed acceptance). A deemed acceptance mechanism protects the service provider from the project being stalled by a client who is slow to review deliverables. Australian courts will construe acceptance criteria objectively, so imprecise criteria (such as 'to the Client's satisfaction') can create disputes.
Scope creep — the expansion of project scope beyond what was agreed without a corresponding adjustment to the fee or timeline — is one of the most common causes of disputes in Australian services projects. It typically arises when the client requests additional features or work, the parties informally agree without documenting a Change Order, and the service provider later claims additional fees while the client denies authorising additional work. An effective Australian SOW manages scope creep by: (1) defining the scope with precision, including an express list of exclusions; (2) providing a documented change management process requiring all scope changes to be captured in a signed Change Order before work commences; (3) specifying that the project fee is fixed for the agreed scope and that additional fees are only payable for signed Change Orders; and (4) stating that the service provider is not obliged to perform out-of-scope work without a signed Change Order. This process reflects general Australian contract law principles: variation of a contract requires consideration and consent.
Under the Copyright Act 1968 (Cth), copyright in original works created by an independent contractor vests in the contractor as author, not in the client, unless there is a written assignment of copyright. This default rule is critical for Australian SOWs: absent an express IP assignment clause, the client who pays for a software application, report, design, or other deliverable does not automatically own the copyright in that work — the service provider retains it. A SOW (or the master services agreement under which it is issued) should contain an express copyright assignment clause, stating that upon full payment of all fees, the service provider assigns to the client all intellectual property rights in the deliverables created specifically for the client under the SOW. The agreement should also address background IP (the service provider's pre-existing tools, frameworks, and methodologies), which should be retained by the service provider with only a licence granted to the client to the extent needed to use the deliverables.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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