Statement of Work in Sweden: 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: the scope, deliverables, timeline, acceptance criteria and price for one piece of work. In Sweden an SOW almost always sits under a master services agreement (MSA) or a framework contract, which holds the legal terms, while the SOW holds the work-specific detail. There is no SOW statute in Sweden; its force comes from the master agreement and from general Swedish contract law. This page explains how an SOW works in Sweden, the clauses that matter most, the default rules that apply when the SOW is silent, and a template outline. It is general information, not legal advice. ## What is a statement of work, and how does it fit Swedish law? An SOW is the "what, when and how much" layer. It defines a single engagement. The MSA above it is the "how we work together" layer: liability, IP, confidentiality, payment terms, termination and governing law. Keep legal terms in the MSA and work detail in the SOW, and say which one wins if they conflict (usually the MSA, except for the agreed scope). Under Swedish law an SOW does not need a special form. Its enforceability rests on: - The Contracts Act (Avtalslagen, SFS 1915:218) for formation and validity, and section 36 for adjusting unreasonable terms.

• General principles for services. Sweden has no general statute for commercial services the way it has the Sale of Goods Act for goods. For business-to-business services, the parties rely on freedom of contract, with the Sale of Goods Act (Köplagen, SFS 1990:931) sometimes applied by analogy and general contract principles filling the rest.
• The Interest Act (Räntelag, SFS 1975:635) for interest on late payment, if the SOW or MSA does not set a rate. The practical lesson: because there is no detailed services statute, a vague SOW leaves gaps that general principles, not a tidy code, have to fill. Precision in the SOW is your protection. ## 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 | | Deliverables | List each deliverable and its format | "Best efforts" with no defined output | | Acceptance criteria | Objective tests and a review period | Acceptance by silence, undefined | | Timeline and milestones | Dates, dependencies and 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 scope changes are agreed and priced | Informal change by email | | Personnel | Key people, replacement rules | No continuity protection | | IP in deliverables | Who owns the output, and licences back | Leaving ownership to default and arguing later | | Assumptions | What the price and plan rely on | Hidden assumptions that break the estimate | ## Fixed price, time and materials, or capped? The commercial model drives the risk split: - Fixed price puts delivery risk on the supplier. Good for well-defined work, but only as reliable as the scope.
• Time and materials puts cost risk on the customer. Good for exploratory work, but needs rate cards and reporting.
• Capped time and materials blends the two: billed by effort up to a ceiling. Common for projects with some uncertainty. State the model clearly, and if the SOW combines elements (for example a fixed discovery phase, then time and materials), say which rule governs which phase. ## Swedish points that change the drafting - No services code to fall back on. Because there is no general commercial-services statute, the SOW and MSA carry the full weight. If they are silent on, say, defect remedies for services, you are into general principles and analogy, which is uncertain. Write the remedies you want.
• Late-payment interest. The Interest Act (1975:635) sets a default rate tied to the Riksbank reference rate plus a margin, in line with the EU Late Payment Directive, if the contract is silent. Decide the rate deliberately.
• Unreasonable terms. Section 36 of the Contracts Act lets a court adjust a term that is unreasonable, including one-sided acceptance or liability provisions in an SOW or its MSA.
• 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. Project background and objectives.
3. Scope of work, and what is expressly out of scope.
4. Deliverables, with formats and quality standards.
5. Acceptance criteria and review period.
6. Timeline, milestones and dependencies.
7. Pricing model (fixed, time and materials, or capped) and payment schedule.
8. Key personnel and replacement rules.
9. Assumptions the plan and price depend on.
10. Change control process.
11. IP ownership of deliverables and any licence back.
12. Order of precedence with the MSA.
13. Signatures and effective date. ## Common mistakes - Treating the SOW as a standalone contract when the legal terms live in the MSA, then finding gaps.

• Writing scope so loosely that every request becomes a dispute over whether it is included.
• Leaving acceptance undefined, so the project never formally ends.
• Not stating the pricing model clearly, or mixing models without a rule.
• Forgetting change control, so scope creeps through informal messages. ## 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, 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 Swedish commercial contract practice and is not legal advice. Confirm the current statutes and take qualified Swedish advice for a specific engagement.