Most agencies use one document that tries to do everything: sell the work, define the boundaries, and serve as a contractual reference. It fails at all three.
The reason is that proposals, scopes of work, and statements of work are three different documents with three different jobs. Using one document for all three creates language that's too salesy for operations, too operational for sales, and too informal for disputes.
This page clarifies the distinction so you can use the right document at the right time.
Who this is for
- SEO agency founders who currently use a single "proposal" for everything
- Operations leads who need boundary documents that hold up during delivery
- Sales teams who want proposals that actually close deals
- Agencies transitioning from 1-person scoping to team-based scoping
Three documents, three jobs
| Document | Purpose | Audience | Tone |
|---|---|---|---|
| Proposal | Sell the engagement | Prospect / decision-maker | Persuasive — "here's why you should work with us" |
| Scope of Work (SOW) | Define boundaries | Delivery team + client | Precise — "here's exactly what's included and excluded" |
| Statement of Work | Contractual reference | Both sides (during disputes) | Formal — "here's what was agreed and how changes are handled" |
The proposal sells
It leads with the client's problem, demonstrates your understanding, presents a plan, and ends with pricing. Its job is to get the prospect to say yes. It's a persuasion document.
The scope of work defines
It lists deliverables with quantities, exclusions, assumptions, roles, and timelines. Its job is to prevent misalignment during delivery. It's a reference document — the one your team opens when someone asks "is this in scope?"
The statement of work governs
It includes everything in the SOW plus contractual terms: liability, termination, IP, payment terms, dispute resolution. Its job is to protect both sides if things go wrong. It's a governance document.
When you need one vs three
One document works when:
- Deal size is under $3K/month
- The client is familiar with your agency and process
- The engagement is short (project-based, 1–3 months)
- You're the only person scoping
Two documents (proposal + SOW) work when:
- Deal size is $3K–$15K/month
- Multiple team members are involved in delivery
- The engagement is ongoing (retainer)
- You need sales and operations to reference different documents
Three documents (proposal + SOW + statement of work) work when:
- Deal size exceeds $15K/month
- The client has procurement or legal review
- The engagement involves compliance or regulatory requirements
- Enterprise or government clients with formal contracting processes
What belongs where
| Element | Proposal | SOW | Statement of Work |
|---|---|---|---|
| Problem statement | Yes | No | No |
| Diagnostic / analysis | Yes | No | No |
| Recommended approach | Yes | Brief summary | Brief summary |
| Detailed deliverables | Summary | Yes (full detail) | Yes (full detail) |
| Exclusions | Brief list | Yes (comprehensive) | Yes (comprehensive) |
| Pricing | Yes | Yes | Yes |
| Timeline | High-level | Detailed with milestones | Detailed with milestones |
| Roles & responsibilities | Brief | Yes (detailed) | Yes (detailed) |
| Change request process | No | Yes | Yes |
| Assumptions | No | Yes | Yes |
| Legal terms | No | No | Yes |
| Termination / cancellation | Mentioned | Defined | Legally binding |
| Case studies / credentials | Yes | No | No |
| Signature block | Optional | Yes | Yes |
The transition from one document to two
If you currently use a combined proposal-scope, here's a practical path to separating them:
Step 1: Split the content. Take your existing template and separate it into two sections: everything that sells (problem, diagnostic, approach, credentials) and everything that defines (deliverables, exclusions, assumptions, timeline, roles).
Step 2: The proposal references the SOW. "The detailed scope of work is provided as an appendix / separate document." The proposal covers what and why. The SOW covers what exactly and what not.
Step 3: Different people can own each. A sales lead writes (or assembles) proposals. A delivery lead writes (or assembles) scopes. The founder reviews instead of writing both.
Step 4: System-enable the SOW. Once the scope is separated, it's much easier to automate — because SOWs follow patterns (variables → deliverables → exclusions) while proposals require more customisation per prospect.
How RuleDox helps
The proposal needs to be persuasive and somewhat custom. The SOW needs to be precise and consistent. These are different problems.
RuleDox focuses on the SOW side:
- Variables drive scope — engagement type, site size, service mix determine deliverables
- Exclusions auto-populate — what's not selected is explicitly excluded
- The output is a Google Doc — ready to attach to a proposal or send standalone
- Delegation becomes possible — juniors assemble SOWs from inputs, seniors review
The proposal remains your sales document. The SOW becomes a system output.
FAQ
Can I still use one document for small deals? Yes. For deals under $3K/month with short timelines, a combined proposal-scope works fine. The separation matters most when engagement value increases, team size grows, or delivery complexity requires clear boundaries.
Who should own the SOW? Ideally, the delivery or operations team — not sales. The SOW defines what will be delivered, so the people delivering it should define it. Sales owns the proposal. Delivery owns the scope.
Should the client sign the SOW or the proposal? The SOW (or statement of work, if you use all three). The proposal is a sales document — it presents the opportunity. The SOW defines the commitment. Signature belongs on the document that defines what both sides are agreeing to.