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

A statement of work (SOW) is the document that describes one specific piece of work: what will be delivered, by when, by whom, to what standard and for what price. It usually sits under a master services agreement (MSA), which holds the stable legal terms, so the SOW can stay focused on scope and delivery. In Saudi Arabia, a clear SOW is what keeps a services project on track and makes payment and acceptance disputes easier to avoid, because everyone agreed up front what done looks like. ## When you need an SOW Use an SOW for each project or phase under an MSA: a software build, a consulting engagement, a marketing campaign, a facilities job. If you have no MSA, a standalone services agreement can do both jobs, but once you expect repeat work, an MSA plus SOWs is cleaner. ## How Saudi law treats an SOW An SOW is part of a binding contract, so the same rules apply as to any Saudi agreement. General contract law is now codified in the Civil Transactions Law (Royal Decree No. M/191, in force from 16 December 2023), which confirms freedom of contract and good faith, read with principles of Sharia. Points to keep in mind: - Order of precedence. The SOW should say how it fits with the MSA. Usually the MSA controls legal terms and the SOW controls scope, timeline and price.

• Acceptance and payment. Define acceptance criteria clearly; Saudi courts read contracts in good faith, and clear acceptance tests reduce disputes over whether work is complete.
• No interest (riba). Avoid interest-based penalties for delay; use agreed delay compensation or suspension, subject to the court's power to adjust amounts it sees as excessive.
• Language and VAT. Arabic governs before Saudi courts and government bodies; state a prevailing language for bilingual contracts. VAT is 15 percent (ZATCA); say whether SOW fees include it.
• Government work. For public-sector projects, the Government Tenders and Procurement Law and its regulations add specific requirements, so a government SOW follows that framework. ## Key parts of a Saudi SOW ### Scope and deliverables Describe exactly what will be produced, in enough detail that both sides agree what is in and out of scope. ### Timeline and milestones Start date, key milestones, and dependencies on the customer (access, approvals, information). ### Acceptance criteria How deliverables are reviewed and accepted, how long the customer has to respond, and what happens if something fails acceptance. ### Fees and payment schedule Fixed price, time and materials, or milestone-based; currency, invoicing and VAT. Tie payment to acceptance where you can. ### Roles and responsibilities Named team or roles on each side, and who is accountable for what. ### Change control How scope changes are requested, priced and approved, so the SOW does not quietly expand. ### Assumptions and dependencies What the plan and price assume, so a broken assumption is handled, not argued over. ## A simple Saudi SOW template outline 1. Reference to the governing MSA and effective date

2. Project overview and objectives
3. Scope and deliverables (in and out of scope)
4. Timeline and milestones
5. Acceptance criteria and process
6. Fees, payment schedule and VAT
7. Roles and responsibilities
8. Customer dependencies
9. Assumptions
10. Change control
11. Order of precedence with the MSA
12. Signature blocks ## How to draft and review one well Write the acceptance criteria before the scope list; they force you to define done. Keep legal terms in the MSA and resist repeating or contradicting them in the SOW. Use change control for every scope change, and track milestone and acceptance dates so payment and delivery stay aligned. ## Draft, review and track an SOW in one workspace An SOW only works if it stays tied to its MSA and its milestone and acceptance dates. Adira is an AI legal operating system that keeps drafting, clause-level review, version history and date tracking in one place, so each SOW stays linked to the MSA it sits under. Adira is India-first today; deeper Saudi Arabia jurisdiction support is on its roadmap, so treat Saudi-specific drafting as a starting point to confirm with local counsel. See the approach at Adira. This article is general information, not legal advice. Confirm current Saudi law, and the Government Tenders and Procurement rules for public work, with a qualified local lawyer before you sign.