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

A statement of work (SOW) is the document that describes the specific work a supplier will do for a customer: scope, deliverables, timeline, acceptance criteria and price for one engagement. In Switzerland an SOW almost always sits under a master services agreement (MSA) or framework contract that holds the legal terms, while the SOW holds the work detail. There is no SOW statute; its force comes from the master agreement and from the Swiss Code of Obligations (CO, SR 220). This page explains how an SOW works in Switzerland, the mandate-versus-work-contract classification that shapes the duties, the key clauses, and a template outline. It is general information, not legal advice. ## What is a statement of work, and how does Swiss law treat it? An SOW is the "what, when and how much" layer for one engagement. The MSA above it is the "how we work together" layer: liability, IP, confidentiality, payment, termination and governing law. Keep legal terms in the MSA and work detail in the SOW, and state which wins if they conflict (usually the MSA, except for the agreed scope). Under Swiss law the classification of the work decides the default duties: - Contract for work (Werkvertrag, Art. 363 and following CO): the supplier owes a defined result, and carries result and defect risk. The customer must inspect and give notice of defects.

• Mandate (Auftrag, Art. 394 and following CO): the supplier owes diligent performance, not a guaranteed result. Under Art. 394(2) CO, service contracts not fitting another named type fall under mandate rules. The classification is the key Swiss point, because a mandate can be terminated at any time by either party under Art. 404 CO, a rule the courts treat as largely mandatory. An SOW drafted as a mandate cannot safely promise a locked, non-cancellable term. Match the drafting to the nature of the work. ## Key parts of a strong SOW, and what to watch | Part | What it should do | Watch for | |---|---|---| | Scope | Describe the work precisely, and what is out of scope | Open-ended scope that invites disputes | | Classification | Signal result (work contract) or diligence (mandate) | Mismatched duties and remedies | | Deliverables | List each deliverable and its format | "Best efforts" with no defined output | | Acceptance | Objective tests and a review period | Undefined acceptance for work-contract outputs | | Timeline | Milestones, dependencies, who owes what | No customer dependencies listed | | Price and payment | Fixed price, time and materials, or capped | Mixing models without saying which governs | | Change control | How changes are agreed and priced | Informal change by email | | Personnel | Key people and replacement rules | No continuity protection | | IP | Ownership of deliverables and licences back | Assuming IP transfers automatically | ## Fixed price, time and materials, or capped? The commercial model sets the risk split and often the CO classification: - Fixed price for a defined result points toward a contract for work; delivery risk sits with the supplier.
• Time and materials points toward a mandate; cost risk sits with the customer, and Art. 404 termination may apply.
• Capped time and materials blends them: billed by effort up to a ceiling. State the model clearly, and if phases differ (for example a fixed discovery phase, then time and materials), say which rule governs each. ## Swiss points that change the drafting - Mandate termination (Art. 404 CO). A mandate can be ended at any time by either side. If stability matters, structure the work as a contract for work where a defined result justifies it, or accept the termination risk.
• Defect rules for work contracts (Art. 367 and following CO). For a contract for work, the customer must inspect and notify defects, and the CO sets the remedy path. Decide whether to keep or adapt these.
• Default interest (Art. 104 CO). If the SOW or MSA sets no rate, overdue payments carry statutory default interest of 5 percent per year.
• Liability line (Art. 100 CO). A clause excluding liability for unlawful intent or gross negligence is void.
• Consistency with the MSA. The most common failure is an SOW that contradicts its own MSA. Make the order of precedence explicit. ## A short SOW outline you can adapt 1. Reference to the governing MSA and its date.

2. Background and objectives.
3. Scope of work, and what is expressly out of scope.
4. Classification signal: result (work contract) or diligent service (mandate).
5. Deliverables, with formats and quality standards.
6. Acceptance criteria and review period.
7. Timeline, milestones and dependencies.
8. Pricing model (fixed, time and materials, or capped) and payment schedule.
9. Key personnel and replacement rules.
10. Assumptions the plan and price depend on.
11. Change control process.
12. IP ownership of deliverables and any licence back.
13. Order of precedence with the MSA.
14. Signatures and effective date. ## Common mistakes - Ignoring whether the SOW is a mandate or a contract for work, then being surprised by Art. 404 termination or CO defect rules.

• Writing scope so loosely that every request becomes a dispute over inclusion.
• Leaving acceptance undefined, so the engagement never formally ends.
• Mixing pricing models without stating which rule governs.
• Letting the SOW contradict its own MSA, with no order of precedence. ## Keeping SOWs and their master agreements aligned in one place A services business runs many SOWs under a handful of MSAs, each SOW with its own milestones, acceptance dates and change notes. The work of drafting from a standard, checking each SOW against its MSA and against Swiss defaults, keeping versions straight and remembering milestones, acceptance deadlines and renewals is the work an AI contract workspace can hold in one place: draft from your own template, flag clauses that conflict with the governing MSA, keep a live timeline of changes, and surface milestone and payment dates as alerts. If that is useful, Adira is built around that single-workspace idea. Deeper non-India jurisdiction coverage is on its roadmap; India is the deepest today. This article is general information about Swiss commercial contract practice and is not legal advice. Confirm the current CO provisions and take qualified Swiss advice for a specific engagement.