Scope of Work Clause
What it is
A scope of work clause defines what you will deliver, when, and what counts as "done." It establishes the deliverables, milestones, and acceptance criteria for the engagement. Everything outside the scope is supposed to require a new agreement — unless the contract gives the client the right to expand scope unilaterally.
Why it matters to you
Vague scope language is the source of most billing disputes. "Design services as reasonably requested" is not a scope — it is an open invitation to request unlimited work at the original price. Without defined completion criteria, a client can reject deliverables indefinitely and withhold payment while you continue revising. A tight scope protects you from exactly the type of client who costs you more than the contract is worth.
The aggressive version
This scope language sounds complete but contains phrases that give the client extraordinary flexibility to expand your obligations.
Contractor shall provide design and development services as directed by Client from time to time, in a manner consistent with Client's reasonable requirements and instructions. Contractor shall perform such additional tasks as may be reasonably necessary to complete the project to Client's satisfaction. Client's project manager shall have final authority over scope determinations and milestone acceptance.
What each part does to you
“as directed by Client from time to time”
Your obligations are whatever they decide they need. There is no defined set of deliverables.
“such additional tasks as may be reasonably necessary”
Any task that is arguably related to the project can be added without a change order. "Reasonable" is defined by the other side.
“to Client's satisfaction”
Satisfaction is subjective. The client can withhold acceptance — and therefore payment — by simply claiming they are not satisfied, with no objective standard.
“final authority over scope determinations”
This gives the client the power to unilaterally decide that something is "in scope" and that you are obligated to perform it at no extra cost.
The market standard version
A well-defined scope of work is a list, not a paragraph. Deliverables, milestones, and acceptance criteria are all specific.
Contractor shall deliver the specific deliverables listed in Exhibit A, on the schedule in Exhibit B. Each milestone is complete when the deliverable meets the technical and functional specifications in Exhibit C. Client shall provide written acceptance or specific written objections within five (5) business days of delivery notice; absence of response constitutes acceptance. Any work outside the scope of Exhibit A requires a written Change Order signed by both parties before Contractor is obligated to perform it.
Your counter-language
This version defines what you are delivering, sets an acceptance deadline, and protects you from scope expansion without a change order.
Contractor's obligations are limited to the specific deliverables identified in the attached Statement of Work. Completion of each deliverable is assessed against the acceptance criteria therein. Client shall accept or provide specific written objections within five (5) business days of Contractor's written delivery notice; absence of response is deemed acceptance. Any additional work, features, or services not described in the Statement of Work requires a written Change Order specifying the scope, fee, and timeline, signed by both parties. Contractor has no obligation to begin out-of-scope work until a Change Order is fully executed.
What to ask for
“Can we replace "as reasonably requested" with a specific list of deliverables and acceptance criteria in an attached statement of work?”
“Can we add an automatic acceptance provision — if you don't object in writing within five business days, the deliverable is accepted?”
“Can we add a change order clause that requires mutual written agreement before any out-of-scope work begins?”
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ClauseCheck is not a law firm and does not provide legal advice. The clause examples and counter-language on this page are illustrative only and are not a substitute for advice from a qualified attorney. Contract terms vary by context; consult a lawyer before making decisions on any specific agreement.
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