A Statement of Work (SOW) is the contract-within-a-contract that governs every consulting engagement. Most disputes, whether client-side or consultant-side, trace back to a vague SOW. This article covers what an SOW should contain and where Indian SOWs differ from US or UK templates.
The Seven Sections Every SOW Needs
1. Scope One paragraph. What work will be done, what problem does it solve, and where are the boundaries. The boundary language matters. "We will diagnose the sales process, excluding implementation of any technology platforms" is a real sentence, not a legalism.
2. Deliverables A numbered list. Each deliverable should be concrete enough that a third party could tell whether it has been delivered or not. "A 15-page strategy document covering ICP, positioning, and GTM" is concrete. "Strategic advice" is not.
3. Timeline Phase-by-phase. Include a go-live date for each deliverable. Include a definition of done that is based on the deliverable, not the hours spent.
4. Commercials Day rate or project fee. Total value of the engagement. Payment milestones. In India, typical milestones for a 12-week engagement: 30 percent on signing, 40 percent at week 6, 30 percent on completion.
5. Change control How scope changes happen. The standard clause says: any change in scope, deliverables, or timeline requires a written change order signed by both parties, with agreed pricing. Three sentences is enough.
6. Confidentiality and IP The client owns the deliverables. The consultant may use generic methodologies developed in the engagement for future work. Client confidential information stays confidential. For most engagements, this is a two-paragraph clause.
7. Exit and dispute What happens if either side wants to end early. Standard terms: 30-day written notice, payment prorated to date of termination. Disputes: arbitration in the city named in the main MSA (usually Mumbai, Bengaluru, or Delhi).
Where India Differs
Three India-specific items:
- GST clause. The SOW must specify whether the fee is inclusive or exclusive of GST. Default should be "plus applicable GST at 18 percent." Inclusive pricing silently discounts your rate by 15 percent.
- TDS clause. Indian clients withhold TDS (typically 10 percent for professional services under Section 194J) from your payments and remit it to the tax authority. The SOW should acknowledge TDS will be deducted at source and that Form 16A will be provided. This is not a cost to you; it is a timing issue against your advance tax.
- Currency. For foreign clients billing to an Indian consultant, default to INR with a conversion mechanism tied to the quarterly average RBI reference rate. Never accept "USD payable at the then-current rate" without a floor and a ceiling.
The Most Common SOW Mistake
Consultants over-promise on deliverables and under-specify on scope. The deliverables section says "strategy document," while the scope section says "advise on strategy." When the client reads the deliverable and says "this is not what we expected," there is no objective reference point.
Fix it by making deliverables and scope mirror each other. If deliverables are specific, scope should match. If scope is broad, deliverables should be proportionally broad.
The Length
A good SOW is 2–4 pages. SOWs that run to 20 pages are usually hiding vagueness behind boilerplate. The test: can a junior associate read the SOW, summarise it in three sentences, and have both client and consultant agree to the summary? If yes, ship it.
Preconsultify engagements are governed by a platform-standard SOW that both client and consultant sign. It is drafted for India specifically, handles GST and TDS, and is usually two pages.
