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

What a statement of work is A statement of work (SOW) describes a specific piece of work to be delivered under a broader contract. It answers the practical questions: what exactly is being done, by when, for how much, and how both sides will know it is finished. It almost always sits under a master services agreement (MSA), which holds the legal terms that stay the same across every project, while each SOW carries the project-specific detail. The split is deliberate. The MSA is negotiated once and covers liability, confidentiality, intellectual property and the like. Each SOW then describes one engagement without reopening those terms. This page explains how to write a clear SOW for work done in the Philippines or by a Philippine supplier, and how local law shapes it. It is general information, not legal advice. ## How a statement of work relates to the master services agreement The MSA is the framework. It should say that each SOW is governed by the MSA, that the MSA terms prevail if there is a conflict (unless a SOW expressly varies a term for that project), and that a SOW has no effect until both sides sign it. The SOW then focuses on scope, deliverables, timeline, acceptance and price. Keeping legal terms in the MSA and project detail in the SOW avoids the common problem of each SOW quietly rewriting the deal. Under Philippine law, both the MSA and each signed SOW are contracts governed by the Civil Code (Republic Act No. 386), needing consent, a certain object and a cause (Article 1318), with freedom of contract under Article 1306. A SOW signed electronically is valid, supported by the Electronic Commerce Act (Republic Act No. 8792). ## Key elements of a Philippine statement of work ### Scope of work Describe the work in enough detail that both sides agree on what is included and excluded. Vague scope is the single biggest cause of disputes and cost overruns. Spell out assumptions and dependencies, such as access, data or inputs the customer must provide. ### Deliverables List each deliverable with a clear description and a measurable definition of done. A deliverable the customer can test against a stated standard is far less likely to cause an acceptance dispute than one described loosely. ### Timeline and milestones Set the schedule, the milestones and what each depends on. Tie payments to milestones where that suits the work, and state that delays caused by the customer should not count against the supplier. ### Acceptance criteria and process Define how the customer reviews and accepts a deliverable: the test, the review period, what counts as acceptance, and what happens on rejection (correct and resubmit, within a set number of cycles). Deemed acceptance, where a deliverable is treated as accepted if the customer does not respond within the review period, is common and worth including to prevent projects stalling. ### Fees and payment State the price and the model: fixed price, time and materials, or capped time and materials. Set the invoicing schedule, often tied to milestones or acceptance. On tax, services are generally subject to 12 percent value added tax, and for digital services the VAT on Digital Services Act (Republic Act No. 12023), effective 18 October 2024 with implementing rules in Revenue Regulations No. 3-2025, applies 12 percent VAT, including to non-resident providers. Address withholding tax where relevant and state whether fees are inclusive or exclusive of VAT. ### Change control Projects change. A change control clause sets how either side proposes a change to scope, timeline or price, and that no change takes effect until both sides agree it in writing. Without this, scope creep becomes an argument rather than a managed, priced decision. ### Project governance Name the project contacts, the reporting cadence and how issues are escalated. For anything beyond a small engagement, clear governance prevents small problems becoming disputes. ### Intellectual property and data Usually the MSA sets who owns deliverables and background intellectual property, but a SOW can confirm the position for a specific project, especially for custom work. Where the work involves personal data, the Data Privacy Act of 2012 (Republic Act No. 10173) applies, so confirm data handling and reference any data processing terms. ## A simple statement of work structure 1. Reference to the governing master services agreement

2. Project background and objectives
3. Scope: included, excluded, assumptions and dependencies
4. Deliverables with definitions of done
5. Timeline and milestones
6. Acceptance criteria and process, including deemed acceptance
7. Fees, payment schedule and tax (VAT)
8. Change control
9. Project governance, contacts and reporting
10. Project-specific intellectual property and data points
11. Signatures of both parties ## Common mistakes in Philippine statements of work - Scope described too loosely, with no list of exclusions, so every grey area becomes a dispute.

• Deliverables with no measurable acceptance criteria, so the parties disagree about whether the work is done.
• No change control, so scope creeps without extra time or money.
• A SOW that rewrites MSA terms inconsistently, creating conflict about which document governs.
• Leaving the VAT position silent, so the 12 percent charge becomes a surprise on the invoice. ## Keeping statements of work under control An active services relationship is rarely one SOW. It is a master services agreement with a growing stack of statements of work beneath it, each with its own scope, milestones, acceptance status and payment schedule. The hard part is not writing the first SOW. It is keeping every SOW consistent with the MSA, tracking which deliverables are accepted and which are open, remembering milestone and payment dates, and knowing which version of a scope is the agreed one. That work is the same whether you run three SOWs or thirty, and it is far easier when drafting, per-clause risk review, version history and milestone tracking live in one place rather than across email and shared drives. A single AI contract workspace such as Adira is built around that idea: draft the SOW, see how it maps to the MSA, track the obligations and dates, and keep one trusted version. Adira is India-first today, with other jurisdictions including the Philippines on its roadmap, so for Philippine-specific positions you would still confirm the detail with counsel. The point to take is the direction: projects you can manage are the ones where every SOW stays in one place, consistent with its MSA, with its milestones and dates in view.