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Change Order Agreement

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CHANGE ORDER AGREEMENT

This Change Order Agreement (the "Change Order") amends the Contract between Owner Name: and Contractor Name: in connection with the property identified below. This Change Order is Change Order Number: and is effective as of Date: .

Property Identification

Reference to Original Contract

Original Contract Date:    Original Contract Price: $

Change Order Details

Price and Payment Adjustments

Net Change Amount (this Change Order): $    Adjustment Type:

New Contract Price (original price plus/minus change): $

Schedule Adjustments

Number of calendar days added (or subtracted if negative):    New Contract Completion Date:

Responsibility for delay attributable to this change:

Permits, Inspections, and Regulatory

Permit required for the work described:

Work affects structural elements:

Hazardous materials discovered or addressed (lead, asbestos, mold):

Liens, Warranties, and Insurance

Contractor shall secure and deliver to Owner executed conditional or unconditional lien waivers from subcontractors and suppliers for work covered by this Change Order as a condition to payment unless otherwise agreed in writing.

Default, Remedies, and Dispute Resolution

Except as modified by this Change Order, all terms and conditions of the original Contract remain in full force and effect. A material breach of this Change Order constitutes a breach of the Contract. Remedies available to the non-breaching party shall include specific performance, damages, and termination as set forth in the Contract. The parties agree to attempt good faith negotiation before initiating formal dispute procedures.

Certifications and Acknowledgements

Contractor certifies that the costs stated in this Change Order are fair and reasonable, that the work described will be performed in accordance with the Contract documents, applicable codes and regulations, and that all labor and materials will be paid for so as not to create a lien against the Property. Owner acknowledges that execution of this Change Order constitutes written authorization for the Contractor to proceed with the described work under the adjusted price and schedule.

Entire Agreement: This Change Order, together with the Contract, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes any prior agreements or understandings relating to such subject matter. No modification to this Change Order will be effective unless in writing and signed by both parties.

Owner

Printed Name:

By:

Date:

Contractor

Printed Name:

By:

Date:

Enter text✕

What a Change Order Agreement Is

A Change Order Agreement documents modifications to an existing contract, recording changes in scope, schedule, price, or specifications agreed by the parties. It creates a written amendment that clarifies responsibilities, timelines, and payment adjustments before work continues. Use clear descriptions, defined effective dates, and signatures from authorized representatives to avoid disputes. Change orders are common in construction, professional services, and procurement when unforeseen conditions or client requests alter the original work. When properly executed, they become part of the governing contract and control the changed obligations between contractor and client.

Why Using a Change Order Agreement Matters

A Change Order Agreement reduces ambiguity, memorializes mutual consent to adjustments, protects parties from scope creep, and preserves payment terms and schedules. It provides evidence for claims, supports timely invoicing, and lowers the risk of costly disputes or project delays when changes occur.

Why Using a Change Order Agreement Matters

Who Typically Uses Change Order Agreements

Contractors, project managers, and owners use Change Order Agreements to document agreed adjustments during a project.

  • General contractors and subcontractors documenting scope and payment changes on construction jobs.
  • Owners and developers approving schedule or specification modifications requiring contract amendments.
  • Project managers, architects, and engineers tracking approvals, cost impacts, and revised deliverables.

Legal teams and procurement staff also review change orders to ensure compliance with contract terms and regulatory requirements.

Key Signatory Roles and Responsibilities

Project Manager

A project manager typically initiates and coordinates change order requests, evaluates schedule impact, secures internal approvals, and communicates cost adjustments to stakeholders. They maintain documentation and ensure integration with the contract baseline and project schedule to minimize disputes.

Contractor Representative

The contractor representative reviews proposed changes, provides cost estimates or time extensions, and signs to accept revised terms. They verify work scope alterations, update subcontractor orders, and coordinate billing changes so payments align with the amended agreement.

Core Elements Every Change Order Should Include

A professional Change Order Agreement is concise, legally integrated, and documents scope, cost, schedule, and approval authority to update the original contract.

Scope Description

Precisely describe added, deleted, or modified work, including measurable deliverables, locations, and technical specifications; attach drawings or exhibits when necessary to remove ambiguity and guide performance.

Price Adjustment

State the contract price change using exact dollar amounts, unit rates, or percentage adjustments, and identify how payments will be invoiced and scheduled relative to the amended work.

Schedule Change

Specify new start and completion dates, milestone shifts, and any acceleration or delay allowances; describe liquidated damages or time extensions tied to the amended schedule.

Approvals

Identify the names, titles, and authorization limits of signatories who can approve change orders, and require dated signatures to establish effective consent and enforceability thereby.

Attachments

List and attach revised drawings, specifications, schedules, or subcontractor quotes as numbered exhibits; reference each exhibit in the body to ensure a complete record and audit trail.

Governing Law

Specify the governing state law and dispute resolution method, such as arbitration or court, and clarify whether the change order supersedes conflicting prior provisions explicitly.

Step-by-Step: Preparing and Executing a Change Order

Follow these steps to prepare, approve, and integrate a change order into the contract record.

  • 01
    Draft: Describe scope change and rationale clearly.
  • 02
    Cost Impact: Itemize additional charges and credits.
  • 03
    Schedule: Specify new milestones and completion dates.
  • 04
    Approval: Obtain signatures from authorized parties.

Configuring an Online Change Order Workflow

Configure fields, approvals, and notifications to match your internal review and signature process when using an eSignature platform.

Field Configuration
Request Form Fields Scope, cost, schedule, exhibits, attachments
Approval Routing Sequential or parallel routing with thresholds
Authentication Methods Email link, SMS code, or KBA
Notifications & Reminders Automated emails for pending and overdue approvals

Typical Routing for a Change Order

Typical routing: requester drafts, approver reviews, parties sign, and document is added to contract files.

  • Upload: Attach original contract and proposed amendment.
  • Notify: Send to stakeholders for review and comment.
  • Authenticate: Apply required signer authentication method.
  • Store: Save final signed copy in contract repository.

Platform and Integration Considerations

Use an eSignature platform that supports templates, audit trails, and integrations to your document repository.

  • File Formats: PDF, DOCX, and templates supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: SMS, email, SSO options available

eSignature Vendor Comparison for Change Order Workflows

Compare common vendor pricing and capabilities relevant to executing Change Order Agreements and managing signature workflows across contract teams.

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 trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Security and Compliance Essentials for Executed Change Orders

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Full event log with timestamps and IPs
HIPAA: BAA supported for protected health information
ESIGN & UETA: Legal equivalence of electronic signatures
Access Controls: Role-based permissions and SSO options
Certifications: SOC 2 Type II, ISO 27001, PCI DSS

Penalties and Risks of Incorrect or Missing Change Orders

Scope Disputes: Ambiguity can trigger litigation
Payment Delays: Unapproved changes may delay invoices
Breach Claims: May form basis for breach actions
Cost Overruns: Untracked changes increase project cost
Tax Treatment: Payment timing affects deduction rules
Notary/Authentication: Missing notarization or signatures invalidates amendment

Common Preparation Errors to Avoid

  • Failing to describe changed scope in sufficient detail leads to differing expectations, incomplete performance, and downstream subcontractor disputes that increase project risk and delay completion.
  • Not obtaining signatures from authorized representatives or using initials instead of full signatures creates enforceability challenges and may void the change order under contract terms.
  • Ignoring cost or schedule impacts and failing to attach revised pricing or timeline exhibits leaves parties exposed to claims and payment disputes.
  • Submitting verbal change approvals without written amendment risks miscommunication, prevents accurate recordkeeping, and weakens ability to defend entitlement at claim or arbitration.

Practical Tips for Accurate and Efficient Change Orders

Adopt consistent templates, require detailed exhibits, and use version control to reduce disputes and speed approvals.

Use a standard change order template
Create a company template that includes scope, price, schedule, approvals, and exhibit placeholders; train staff to complete all fields and attach supporting documentation to maintain a consistent audit trail.
Require detailed cost breakdowns and backup
Insist on itemized labor, materials, equipment, and subcontractor quotes; require dated supporting invoices or estimates so reviewers can quickly verify amounts and approve timely payment adjustments without delay later.
Document signatory authority and approval limits
Clearly record who may approve change orders and their dollar or percentage thresholds; require signatures and dates from those persons and include a reconciliation process for disputed approvals to prevent unauthorized commitments.
Integrate with project controls and billing
Link approved change orders to schedule software, cost accounting, and invoicing systems so earned value, progress payments, and forecasts reflect amended scope and minimize reconciliation effort during project closeout activities.

Key Timing Considerations for Change Orders

Track dates for request submission, approval, effective date, contractor performance, and payment milestones to maintain compliance and cash flow.

Change order request submission timing:

Submit promptly after discovering the change.

Internal approval deadline and routing:

Allow time for cost review and legal signoff.

Effective date, retroactivity, and notice:

Define whether the amendment is retroactive to work performed.

Performance milestone adjustments and acceptance:

Update schedule and acceptance criteria for revised deliverables.

Payment timing and invoicing expectation:

Specify due dates, retainage changes, and invoice documentation required.

Practical Examples of Change Orders in Action

Real-world examples show how change orders resolve scope shifts, budget adjustments, and schedule impacts across projects.

Construction: Bridge Repair

A general contractor used a formal Change Order Agreement after unforeseen subsurface conditions required additional work and revised sequencing.

  • Negotiated added cost and extended schedule.
  • The documented change order included an itemized cost breakdown, updated milestones, and signatures from owner and contractor, which prevented claims, clarified payment timing, and allowed work to proceed without further delay.

Corporate Services: Software Deployment

A services firm issued a Change Order Agreement to add integration services after a client requested additional API connectors during deployment.

  • Adjusted fees and delivery timeline.
  • Including approval authorities and revised acceptance criteria in the change order reduced billing disputes, aligned testing milestones, and ensured the vendor received timely payment for the expanded scope and project documentation.

Frequently Asked Questions: Change Order Agreements

Answers to frequent questions about drafting, signing, enforcing, and storing Change Order Agreements in U.S. projects and contracts.


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