M$Million Dollar Servicesby James Smith

Guide

Consulting proposal and statement of work: the template, section by section, and how to price what is in it

A proposal for services work is a pricing document first: every section either sets up the number or protects it, and the statement of work is where that protection becomes something you can invoice against.

A consulting proposal is a pricing document before it is a sales document. Every section in it either sets up the price or protects it: the situation and objectives say what the price buys, the approach and deliverables say what it does not, the team and grades say who does the work at which rate, and acceptance and change control say what happens when the work moves. The template below is the one I would use today for any organisation (organization) buying services work. It is rendered on this page rather than hidden behind a download, with a note on each section about what to write and the trap that section exists to stop. The statement of work that follows it is the proposal’s legal shadow: the same content, restated so it can be signed against and invoiced from.

Why a proposal for services work is a pricing document first

The buyer turns to the commercials page first. Everything else in the document is the argument for the number on it. If the argument is thin, the negotiation lands on the price, because that is the only thing left to move. If the argument is complete, the negotiation lands on the scope, which is where you want it.

I learned that in the first autumn of the business my co-founder Steve Thair and I started in 2013, which became DevOpsGroup, a services company helping other businesses build and run software. One of our first proposals offered the same piece of work two ways: a flexible option charged for effort used, and a fixed option against an agreed brief with changes handled separately. The client took the fixed option, which sat above the top of the flexible range. What made it safe to offer was not the number. It was the questions we had already asked about what the client would supply, and the sentence saying a new request became a separate decision about cost and time. The price was one line; the sections around it let us write that line without fear. The full story is on the fixed price vs time and materials page.

The template

Eleven sections, in the order a buyer reads them. Use the headings as written; they are the ones a procurement reader is looking for, and a proposal that renames them makes the reader hunt.

1. Situation

Two or three paragraphs describing the client’s position in their words: what is happening, what it is costing them, and why now. A buyer who recognises their own situation on page one trusts the price on page six.

The trap is writing about your firm here. Nothing about you belongs in this section.

2. Objectives

Three to five outcomes the client wants, each written so it could be checked afterwards. “Releases go out weekly without a change freeze” is an objective. “Improved delivery capability” is a wish.

The trap is listing objectives the engagement cannot reach. Every objective here is a promise the acceptance section will be read against.

3. Approach and phases

How the work runs and in what order. Name the phases, give each one the question it answers and the decision the client makes at the end of it. If the engagement is a single piece of work, say so.

The trap is describing method in the abstract. A buyer does not want your framework; they want to know what happens in week one.

4. Deliverables

A numbered list of the things the client will hold at the end: a report, a working pipeline, a trained team, a runbook. Each needs a noun, a format and the phase it belongs to.

The trap is activity dressed as a deliverable. “Stakeholder workshops” is work you do. “A prioritised list of constraints, with the recommended first step” is something the client can point at.

5. What is not included

The work a reasonable client might assume is inside the price and is not: other systems, other teams, licences, hosting, training beyond a handover, support after acceptance. Write it as a list.

The trap is leaving this section out to avoid seeming difficult. Every item missing from here is a free extension you have already agreed to.

6. Team and grades

Who does the work, by grade rather than by name unless a name has been sold, and roughly how much of each grade the engagement carries. The grades are the ones on your rate card, so the buyer can see how the commercials were built.

The trap is quoting a grade you cannot staff. If a principal is in the proposal, a principal does the work.

7. Commercials

For time and materials: the day rate per grade, the estimated days per grade and the total, then the warning point and the cap. For fixed price: the price, the milestones it is paid against, and the assumptions it rests on, each written as a sentence that could turn out to be false. Under both, payment terms and expenses.

The trap is a fixed price with no assumptions under it. A fixed price is your rate multiplied by an honest estimate of days plus a premium for carrying the risk, and the assumptions are the boundary of that risk. Without them the premium is a gift.

8. Timeline

Start, phase boundaries and end, with the client’s dependencies marked: the access, the people and the decisions you need from them and by when. If a dependency slips, the timeline and the cash slip with it, and this is where you said so.

The trap is a timeline with only your work on it.

9. Acceptance

For each deliverable, who accepts it, against what criteria, and within how many days. Silence after that window is acceptance. Under a fixed price this section decides when you get paid, so it deserves more drafting time than any other.

The trap is “to the client’s satisfaction”. Satisfaction is not a criterion; it is a veto.

10. Change control

How a new request becomes a separate decision about cost and time: who can raise one, how it is priced (at the card rate, on the same grades), and that no change is worked until it is signed.

The trap is treating change control as hostile. It is the mechanism that lets you say yes to new work without saying yes for free.

11. Terms

If a master services agreement exists, one line pointing to it. If not, the short set that must exist before work starts: liability, intellectual property in the deliverables, confidentiality, notice, and how a dispute is escalated.

The trap is pasting in twelve pages of standard terms and burying the four the buyer’s legal team actually reads. Short terms get signed.

The statement of work is the proposal with the persuasion removed and the numbers kept. Situation and objectives shrink to a one-paragraph purpose. Approach, deliverables, exclusions, team, commercials, timeline, acceptance and change control move across almost word for word, which is why the proposal used those headings. Terms become a pointer to the master agreement. Drafted from a proposal with these headings, the SOW is an hour’s work.

The SOW and the MSA divide the work between them. The master services agreement holds what does not change between engagements: liability, intellectual property, confidentiality, payment terms, termination and governing law. The SOW holds what is specific to this piece of work. Sign the MSA once and a SOW per engagement, and the second piece of work starts in days rather than weeks.

What the SOW must say depends on the model. Under a fixed price it carries the named deliverables, the acceptance criteria and window, the assumptions the price rests on, the client dependencies with dates, and the milestones with a payment against each, because those five things define when the money is earned. Under time and materials it carries the rate per grade, the estimate, the reporting cadence, the warning point, the cap and what happens at the cap, because those define when the client can stop. A cap on its own does not make it a fixed price. The comparison page works through who carries the risk under each.

One more test, learned the slow way. Read your last three SOWs and ask what result is being bought, how completion will be recognised and who directs the work. In one of our long accounts, the early SOWs described a programme with phases and deliverables; the later ones described a named person and a number of days. The client liked the people and asked for more of them. But a SOW that names a person and a day count and no result is a staffing order, and a business built from staffing orders is a different business. Supplying people is a legitimate trade; the point is to notice when the paperwork says that is what you sell, and to decide whether you meant it.

The cleanest first SOW is a paid diagnosis: fixed scope, fixed price, a deliverable the client owns and could take elsewhere, and a decision point at the end where they may stop. The customers who bought a maturity assessment from us as their first engagement were buying an answer before a programme, and it had to be worth the money on its own, whatever the answer turned out to be.

Where it worked best, the proposal put four things in front of the buyer: the question discovery would answer, the first build we expected to follow it, the decision point between them, and the circumstances in which the second phase would change or stop. Discovery and the first build were sold in one proposal under one signature, so the client never faced a second buying decision at the point where an engagement is easiest to lose. The phases stayed distinct enough that discovery could change the build, and each carried its own estimate and commercial review, because a profitable build hides an unprofitable discovery when the engagement is run as one number. That method, including the profit and loss per phase, is the subject of the consulting pricing strategy playbook, which is in development.

A worked example, invented: a two-phase proposal in prose

The figures and the client here are invented to show the shape; none is a recommendation. A twelve-person consultancy proposes to a mid-sized retailer whose releases have slipped to once a quarter. The objectives are three: a documented picture of where releases stall, a first team releasing fortnightly, and a plan the retailer’s own engineers can extend.

Phase one is discovery, fixed price. A principal at £1,400 a day for eight days and a senior consultant at £1,000 a day for twelve days come to £23,200 at card; the firm adds about fifteen per cent for carrying the effort risk and quotes £26,500. The deliverable is a written finding: the current flow of work, the constraints in order of consequence, the recommended first build and the assumptions to test before it starts. Acceptance is delivery of that report and a half-day readout, with five working days for comments. The assumptions name the teams to be interviewed, tooling access in week one, and the retailer’s platform lead for two days a week. Payment is half on signature, half on acceptance.

Phase two is the first build, time and materials: an estimate of eighty days across a senior consultant and two consultants at £800 a day, blended at roughly £870 a day, so about £70,000, with a warning point at sixty days and a cap at ninety. The rates are the ones the fixed price was built from. The decision point sits between the phases: the retailer may stop after the readout, and the build scope may change on the finding, priced at the same card rates through change control. It is one proposal and one signature; the phase two SOW is a schedule to the same document, its estimate confirmed once discovery has reported. The figures are invented.

The editable version

The template is on this page and you are welcome to copy it as it stands. An editable version, with the guidance attached to each section, is planned to go with the pricing strategy playbook, which is in development; the waitlist is open. The grades and rates for the commercials section come from your own card, which is where the day rate guide and the rate card builder start.

Questions

What should be included in a consulting proposal?
Eleven sections, in the order a buyer reads them: the situation, the objectives, the approach and its phases, the deliverables, what is not included, the team and their grades, the commercials with the rate card or the fixed price and its assumptions, the timeline, acceptance, change control and terms. Every one of them either justifies the price or protects it. A proposal that has the price and none of the protection is a discount waiting to be asked for.
How detailed should a SOW be?
Detailed enough that a stranger could invoice from it and a client could reject work against it. For a fixed price that means named deliverables, written acceptance criteria, the assumptions the price rests on, what the client must supply and by when, and milestones with a payment against each. For time and materials it means the rate per grade, the estimate, the warning point, the cap and what happens at the cap. Anything that does not change the price or the acceptance belongs in the proposal narrative or the master agreement, not the SOW.
What's the difference between SOW and MSA?
The master services agreement holds the terms that do not change from one piece of work to the next: liability, intellectual property, confidentiality, payment terms, termination and governing law. The statement of work holds what is specific to one engagement: scope, deliverables, people, price, dates, acceptance and change control. The MSA is signed once; SOWs are signed for each piece of work and sit under it. If you have no MSA yet, the terms section of the proposal does its job for the first engagement.
What are the typical fees charged by subcontractors?
I do not publish a figure, because it moves by market, grade and year. The method is what matters: a subcontractor charges a day rate for a grade, and you resell that day at your card rate for the same grade, so the margin is the gap between the two. If the gap does not cover the cost of finding, managing and standing behind that person, do not take the work. The trap is putting a subcontractor on a fixed-price SOW at a day rate you cannot flex, so their overrun becomes your loss.
Can you provide an example of a statement of work?
The worked example on this page is an invented two-phase engagement: a fixed-price discovery with a named report as its deliverable and acceptance on delivery of that report, then a time and materials build with a rate per grade, an estimate, a cap and a decision point between the two. The section headings in the template are the SOW headings; the SOW is the proposal with the persuasion removed and the numbers kept.

Terms used here

Last updated 22 September 2026. Written by James Smith from notes, diaries and recollections; nothing here is a guarantee of results.