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

A statement of work (SOW) in Egypt is the document that sets out the detail of a specific engagement, usually under a wider master services agreement (MSA) or framework contract. The MSA holds the legal terms that stay the same across every project. The SOW holds the project-specific detail: scope, deliverables, timeline, acceptance and price. In Egypt both documents are governed by general contract law in the Civil Code (Law No. 131 of 1948) and, for commercial dealings, the Commercial Code (Law No. 17 of 1999). This guide explains what an Egyptian SOW should contain, the clauses that matter, and the local-law points to check. It is general information, not legal advice. For a specific deal, confirm the current position with an Egyptian lawyer. ## How an SOW fits with a master agreement The MSA sets the legal framework: liability, confidentiality, IP ownership, payment terms and dispute resolution. Each SOW then describes one piece of work and references the MSA. This split lets parties start new projects quickly without renegotiating the legal terms every time. The SOW should state that it is governed by the MSA, and what happens if the two conflict. ## What law governs an SOW in Egypt - The Civil Code (Law No. 131 of 1948) governs the contract, including formation, performance, breach and remedies, and sets a good-faith duty in Article 148. Services engagements usually fall under the Civil Code rules on hire of services and work.

• The Commercial Code (Law No. 17 of 1999) adds rules for commercial dealings between merchants.
• The Law on the Protection of Intellectual Property Rights (Law No. 82 of 2002) governs who owns deliverables created during the work, so IP ownership should be set clearly.
• The Personal Data Protection Law (Law No. 151 of 2020) applies if the work involves personal data, so the SOW or MSA may need data-processing terms.
• Tax rules, including value added tax and withholding tax on service payments, apply to fees. Confirm current rates and treaty relief.
• Labour law matters if the engagement looks like employment rather than an independent service, so classification should be checked. ## Key clauses in an Egyptian SOW ### Scope of work Describe the services and deliverables precisely. Vague scope is the main cause of disputes, so define what is in and what is out. ### Deliverables and milestones List each deliverable, its due date, and any dependencies on the client. ### Acceptance criteria Set how deliverables are reviewed, the acceptance test, and what happens if work is rejected or needs rework. ### Timeline and project management Set the schedule, key dates, and how progress is reported. ### Price and payment State the fee, whether it is fixed, time-and-materials or milestone-based, invoicing, and how VAT and withholding tax are handled. ### Change control Set how changes to scope, price or timeline are requested, approved and documented, to keep scope creep under control. ### Personnel and subcontracting Name key personnel if they matter, and set whether and how subcontracting is allowed. ### Intellectual property Confirm who owns the deliverables and any pre-existing materials, and grant any licence needed. Set this clearly, because ownership of commissioned work can turn on the contract under Law No. 82 of 2002. ### Relationship to the MSA State that the MSA governs and set the order of priority if the SOW and MSA conflict. ## A simple drafting checklist - Reference the governing MSA and set the conflict order.
• Define scope, deliverables, milestones and acceptance clearly.
• Set the fee basis, invoicing, and VAT and withholding-tax treatment.
• Add a change-control process to manage scope creep.
• Fix IP ownership of deliverables and pre-existing materials.
• Add data-processing terms if personal data is involved.
• Check the engagement is a genuine service arrangement, not disguised employment. ## Keeping SOWs linked to their master agreements The hardest part of running SOWs is keeping each one tied to the right master agreement and tracking its milestones, acceptance dates and change orders. When SOWs live as loose PDFs, the link to the MSA and the deadlines get lost. Keeping them in one workspace, where each SOW is connected to its MSA and the key dates are structured, makes projects far easier to manage. Tools such as Adira bring drafting, review and obligation tracking together in a single place. Adira's depth is strongest for India today, with other jurisdictions on its roadmap, so for Egyptian-law specifics confirm the position with local counsel.