Statement of Work in New Zealand: Template, Key Clauses and Local Law (2026)

A statement of work (SOW) in New Zealand sets out the detail of a specific engagement: what will be delivered, by when, for how much, and how it will be accepted. It almost always sits under a master services agreement (MSA), which holds the standing legal terms. The MSA carries payment, liability, IP, and confidentiality; the SOW adds scope, deliverables, timeline, and price. Keeping them separate lets a team start new work quickly without renegotiating the heavy terms each time. New Zealand has no dedicated statute for statements of work. A SOW is a contract, or part of one, so it rests on the general law of contract and the same consumer and trading statutes that apply to any services arrangement. This guide explains that framework, lists what a SOW should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified New Zealand lawyer before you sign. ## The law that governs a SOW in New Zealand - Contract and Commercial Law Act 2017. A SOW forms a binding contract, usually by incorporating the master agreement, so this Act governs formation, interpretation, and enforcement, including electronic acceptance.

• Relationship to the master agreement. The SOW should state that it is governed by the MSA and that the MSA terms apply. Where the two conflict, the agreement should say which prevails, so the SOW does not accidentally weaken negotiated protections.
• Fair Trading Act 1986. Representations in a SOW about what will be delivered must not be misleading, and the unfair contract terms regime can reach one-sided terms in standard form small trade contracts.
• Consumer Guarantees Act 1993. Where the customer is a consumer, the guarantee that services are performed with reasonable care and skill applies to the work in the SOW. ## What a New Zealand SOW should contain ### 1. Reference to the master agreement Identify the MSA it sits under, its date, and confirm its terms apply, with an order of precedence clause. ### 2. Scope and objectives Describe the work clearly, including what is in scope and, just as important, what is out of scope. ### 3. Deliverables List each deliverable with enough specificity to tell when it is complete. ### 4. Timeline and milestones Set start and end dates, milestones, and dependencies. ### 5. Acceptance criteria and testing Define how deliverables are tested and accepted, the review period, and what happens if a deliverable is rejected. ### 6. Fees and payment State the price, whether fixed or time and materials, the invoicing schedule tied to milestones, expenses, and GST. ### 7. Assumptions and dependencies Record what the estimate relies on, including customer inputs, access, and third party resources. ### 8. Roles and responsibilities Name the key people, governance, and who signs off decisions on each side. ### 9. Change control Set how scope changes are requested, priced, and approved, so additions do not happen informally. ### 10. Intellectual property in deliverables Confirm, or vary where the MSA allows, who owns the deliverables and any pre-existing materials used. ## A simple SOW skeleton 1. Reference to master agreement and precedence

2. Project background and objectives
3. Scope (in scope and out of scope)
4. Deliverables
5. Timeline and milestones
6. Acceptance criteria and testing
7. Fees, payment schedule and GST
8. Assumptions and dependencies
9. Roles, responsibilities and governance
10. Change control
11. Intellectual property in deliverables
12. Signatures ## One workspace to draft, review and track the agreement A SOW lives alongside its master agreement, its milestones, and its change requests. When those sit in scattered documents, it gets hard to see which SOW version is current, which milestone is due, and whether a change request was ever signed. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so each SOW, the MSA it sits under, and the dates that matter all live in one place. Indian corporate law is deepest today, and wider non-India jurisdiction depth, including New Zealand, is on the roadmap, so treat this page as general guidance and verify New Zealand specifics locally. You can see the product at Adira. ## Frequently asked questions