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Change Control Agreement

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Executive Change in Control Agreement

Not to Be Construed as an Employment Agreement

The First National Bank of Litchfield
First Litchfield Financial Corporation

13 North Street
Litchfield, Connecticut

This Agreement is entered into on between (the "Bank"), First Litchfield Financial Corporation (the "Holding Company"), and ("Employee").

The parties agree to the following terms regarding a possible change in control event and related benefits.

1. Term of Agreement; Employment Status

This Agreement shall take effect when signed by all parties and shall remain in full force and effect until . This Agreement does not create an express or implied contract of employment.

2. Change in Control

No benefits shall be payable unless, prior to the expiration date, a Change in Control occurs, and within twenty-four (24) months thereafter the Employee's employment terminates or the Employee is reassigned. A "Change in Control" includes:

(a) Acquisition of fifty percent (50%) or more of equity securities of the Holding Company by any person or entity.

(b) Acquisition of fifty percent (50%) or more of equity securities of the Bank by any person or entity other than the Holding Company.

(c) Merger, consolidation, or reorganization causing a majority of directors to cease to constitute the board.

(d) Sale of all or substantially all assets of the Bank or Holding Company.

(e) Assumption of all or substantially all deposits of the Bank by another party.

(f) A change in the board composition as described in the agreement.

3. Termination Following Change in Control

If the specified event occurs, Employee shall be entitled to benefits upon termination or reassignment within twenty-four (24) months, unless terminated by authority, for cause, or due to death, retirement, or disability. Any severance paid shall reduce such benefits.

3(a). Retirement; Disability

(i) Retirement means mandatory termination in accordance with the Bank's retirement policy.

(ii) Disability means inability to perform required services for six (6) months or more within any twelve (12) month period, or being deemed disabled under an applicable policy.

3(b). Notice of Termination

All notices of termination must be in writing and state the specific termination provision and supporting facts.

3(c). Date of Termination

The Date of Termination is the date on which the Notice of Termination is given, unless a dispute is timely raised.

3(d). Reassignment

Reassignment includes reduction in salary, involuntary reassignment of duties, relocation greater than fifty (50) miles from Litchfield, Connecticut, or significant worsening of work conditions.

4. Compensation Upon Termination or Reassignment

If a qualifying termination or reassignment occurs, the Bank and/or its successor shall pay Employee within five (5) days after the Date of Termination an amount equal to:

(i) Two (2) years of annual compensation based on the most recent aggregate base salary paid during the preceding twelve (12) month period.

(ii) Reasonable legal fees and expenses incurred as a result of such termination or reassignment.

Employee shall not be required to mitigate damages or offset compensation earned from other employment.

The parties intend that payments under this Agreement comply with Section 280G of the Internal Revenue Code and shall be reduced if necessary to remain deductible by the Bank.

5. Continuation of Insurance Benefits

The Bank and/or its successor shall maintain life insurance, medical, health, accident, and disability coverage for Employee for the two (2) year period beginning upon a Change in Control.

6. Successors; Binding Agreement

Any successor to the business, assets, or deposits of the Bank shall expressly assume and agree to perform this Agreement. This Agreement shall inure to the benefit of Employee's personal representatives, heirs, and assigns.

7. Notices

All notices shall be in writing and sent to the addresses set forth below.

8. Miscellaneous

This Agreement may be modified only in writing signed by the parties. It shall be governed by the laws of the State of Connecticut and the United States of America.

9. Validity

If any provision is found invalid or unenforceable, the remainder shall remain in full force and effect.

10. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

11. Arbitration

Any dispute arising under this Agreement shall be settled exclusively by arbitration in Litchfield, Connecticut.

THE FIRST NATIONAL BANK OF LITCHFIELD

By:

Title:

FIRST LITCHFIELD FINANCIAL CORPORATION

By:

Title:

EMPLOYEE

Signature:

Printed Name:

Date:

Enter text✕

What a Change Control Agreement Is and When It Applies

A Change Control Agreement is a contract between parties to govern how changes to a baseline scope, specification, or deliverable are proposed, evaluated, approved, documented, and implemented. It defines change request submission, impact analysis (cost, schedule, quality), approval authorities, communication protocols, and recordkeeping. In projects and service arrangements it reduces ambiguity about who may request changes, what documentation is required, how pricing or schedule adjustments are calculated, and which signatures are needed before work proceeds. The agreement helps preserve traceability across revisions and supports dispute resolution by documenting the agreed process.

Why a Formal Change Control Agreement Matters

A written Change Control Agreement clarifies responsibilities, reduces scope creep, and creates an auditable record of approved modifications. It protects contractual expectations, enables transparent pricing adjustments, and reduces the risk of costly rework or disputes by requiring documented approvals before changes take effect.

Why a Formal Change Control Agreement Matters

Who Typically Completes a Change Control Agreement

Project managers, contract administrators, procurement officers, and client representatives commonly complete change control agreements to manage scope and cost adjustments.

  • Project Managers and PMOs responsible for scope control and schedule integrity in delivery-focused teams.
  • Procurement and Contract Managers who must document formal approvals and pricing changes for invoicing and audit trails.
  • Client or stakeholder signatories who authorize scope, budget, or timeline changes and accept associated impacts.

Clear role assignment in the agreement reduces approval delays and ensures each change follows the established workflow and signatory rules.

Primary Signatories and Their Responsibilities

Project Sponsor

Typically an executive or client stakeholder who approves budget or schedule changes above delegated thresholds. The sponsor confirms strategic alignment and provides final authorization for material modifications.

Authorized Approver

A named individual (project manager, procurement officer, or contract manager) with delegated authority to approve routine changes within specified limits and ensure proper documentation and implementation.

Core Elements Every Professional Change Control Agreement Should Include

A comprehensive agreement organizes how change requests flow from submission to closure and defines decision thresholds, recordkeeping, and dispute escalation.

Change Request Details

A clear description of the proposed change, reason, requester identity, and supporting attachments (drawings, specifications, or impact assessments) so reviewers can evaluate scope implications.

Impact Analysis

Formal assessment of cost, schedule, resources, and quality impacts. Should state whether estimates are firm or preliminary and how contingencies are treated for billing and timeline adjustments.

Approval Matrix

Delegated authority levels specifying who can approve changes by cost or schedule impact. Include thresholds, role names, and escalation steps for higher-value or high-risk changes.

Change Order Document

A signed amendment or change order template that amends the original agreement and explicitly lists revised deliverables, new prices, and revised dates to avoid ambiguity.

Implementation Requirements

Procedures for executing approved changes, including acceptance testing, rollback plans, budget coding, and notification of affected teams or subcontractors.

Recordkeeping and Audit Trail

Retention rules for change requests, approvals, and evidence of implementation. The agreement should reference retention periods and the format of records (paper or electronic).

Step-by-Step: Submitting and Getting a Change Approved

A typical workflow moves a request from submission through review, approval, and implementation with clear handoffs and timelines.

  • 01
    Submit Request: Requester completes the Change Request form and attaches evidence.
  • 02
    Impact Review: Technical and commercial teams evaluate cost, schedule, and risk.
  • 03
    Approval Decision: Authorized approver signs, or escalates if thresholds are exceeded.
  • 04
    Implement Change: Teams update deliverables, notify stakeholders, and archive documentation.

Where to Send and File a Signed Change Control Agreement

Routing depends on contract terms and internal workflows; the agreement should specify primary recipients and archive locations.

  • Primary Contract Folder: File the executed change order in the contracting system or project repository for auditability.
  • Billing and Accounting: Send approved cost-impact changes to accounts payable for invoice adjustments and budget updates.
  • Project Management: Provide the PMO with the signed change for schedule and resource planning.
  • Subcontractors: Distribute affected scope changes to subcontractors and obtain required consents.

How to Configure a Digital Change Control Workflow

Common workflow settings ensure consistent processing, approvals, and notifications when using an e-signature or document platform.

Field Configuration
Approval Order Sequential or parallel routing based on thresholds
Authentication Email + optional SMS or KBA for higher-risk changes
Notifications Automated reminders at configurable intervals
Archive Location Project repository or cloud storage with retention policy

Digital Signing and eSubmission Requirements

Ensure the chosen platform supports legal e-signature standards, security controls, and integrations used by your organization.

  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace, and Box are common integration targets for contract workflows.
  • Security: TLS in transit and AES-256 at rest are baseline requirements for protecting records.
  • Audit Trail: A tamper-evident audit log with timestamps and signer attribution is required for enforceability.

Confirm the platform provides required compliance features (ESIGN/UETA support, BAA for HIPAA workflows, and exportable audit records) before use.

Essential Data Points to Capture and Retain

Change ID: Unique reference for traceability.
Requester: Name and contact details.
Impact Summary: Cost, schedule, and risk summary.
Approval Evidence: Signed change order or electronic signature record.
Attachments: Supporting files and estimates.
Implementation Notes: Acceptance criteria and completion date.

Common Mistakes to Avoid When Preparing Change Control Agreements

  • Failing to identify the correct approver leads to unofficial approvals and potential nonpayment or rework disputes.
  • Using vague scope descriptions such as 'minor modifications' instead of measurable deliverables creates ambiguity in acceptance.
  • Omitting cost detail or contingency treatment results in billing disputes and delays to project cash flow.
  • Neglecting to record implementation evidence and acceptance testing undermines the ability to verify that changes were completed.

Consequences of Incorrect or Missing Change Control Documentation

Payment Disputes: Unapproved changes may not be billable.
Project Delays: Unclear scope causes schedule slippage.
Legal Exposure: Breach claims for unauthorized work.
Audit Failures: Missing approvals can fail internal or external audits.
Subcontractor Claims: Third-party scope misalignment increases claims risk.
Regulatory Impact: Industry-specific noncompliance (e.g., safety changes) may trigger sanctions.

Comparing eSignature Vendor Pricing and Key Features

Basic pricing and feature availability for common eSignature providers. signNow is listed first per comparison format; verify plan details with each vendor before purchasing.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Examples of Change Control in Practice

These examples illustrate how organizations use formal change control to improve clarity and execution.

Optica Ventures LLC

A venture services firm formalized change orders to centralize approvals and reduce ambiguity on scope changes.

  • The standardized template reduced approval time.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." — Brian Fitzgibbons, COO, Optica Ventures LLC.

Xerox

Xerox integrated change control with ERP to automate budget updates following approved changes.

  • Integration ensured consistent financial posting.
  • "airSlate SignNow provides us with the flexibility needed to get the right signatures on the right documents, in the right formats, based on our integration with NetSuite." — Kodi-Marie Evans, Director of NetSuite Operations, Xerox.

Timelines and Response Expectations for Change Requests

Define clear deadlines for each stage of the change process to prevent delays and ensure predictable outcomes.

Request Acknowledgement:

Acknowledge receipt within 2 business days.

Impact Analysis:

Complete technical and commercial review within 5–10 business days.

Approval Decision:

Approver responds within agreed threshold (e.g., 5 business days).

Implementation Start:

Begin within the timeframe agreed in the approved change order.

Closeout and Archive:

Document completion and archive within 10 business days after acceptance.

Frequently Asked Questions About Change Control Agreements

Answers to common legal and practical questions about executing and enforcing Change Control Agreements in the United States.


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