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Legal Change Order Contract

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Legal Change Order Contract

This Legal Change Order Contract ("Change Order") is made effective as of by and between Contractor Name: , Contractor Address: and Client Name: , Client Address: . Contractor and Client are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, the Parties entered into a written agreement titled: dated (the "Original Agreement"); and

WHEREAS, during performance of the Original Agreement the Parties have identified certain changes to the scope, schedule, and/or compensation described below; and

WHEREAS, the Parties desire to document and authorize such changes by entering into this Change Order, which shall, when executed, modify the Original Agreement solely to the extent set forth herein.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Change Order Description

The Contractor shall perform the following additional or revised work (the "Change"):

2. Contract Documents

Except as expressly modified by this Change Order, the documents comprising the Original Agreement remain in full force and effect. The Original Agreement, together with this Change Order and any attachments expressly referenced herein, constitute the entire agreement between the Parties with respect to the subject matter hereof.

Reference to the Original Agreement: Title: Date:

3. Price and Payment

The Contract Price is hereby adjusted as follows. The Change Order compensation shall be (select applicable method and provide amounts):

Lump Sum Adjustment: $

Unit Price Adjustment (attach unit schedule):

Time and Materials not-to-exceed: $

Total Change Order Amount: $ . Payment shall be made in accordance with the Original Agreement except as modified herein. Payment terms: Net days from invoice. Invoices for this Change Order shall reference this Change Order number: .

4. Time for Completion

The Contract Time is hereby modified as follows: Contract Time is extended by calendar days. The revised Contract Completion Date shall be . Contractor shall proceed with the Change immediately upon execution of this Change Order and issuance of any required notices or permits.

5. Schedule and Performance

All work described in this Change Order shall be performed in a good and workmanlike manner in accordance with the schedule and milestones specified below and the Original Agreement. Any delay attributable to Contractor shall be subject to liquidated damages as set forth in the Original Agreement unless otherwise agreed in writing.

Milestone (if applicable): Revised Date:

6. Change Order Documents and Attachments

The following documents are incorporated into this Change Order and shall control in the event of any inconsistency: (a) this Change Order; (b) attachments listed below; (c) the Original Agreement. Attachments (specify):

7. Approvals; Authority

This Change Order shall not be effective until executed by authorized representatives of both Parties. Execution of this Change Order constitutes the Parties' mutual assent to the modifications set forth herein. Each signatory represents and warrants that he or she has been duly authorized to execute this Change Order on behalf of the Party for which he or she signs.

8. Warranty

Contractor warrants that all work performed under this Change Order shall be free from defects in materials and workmanship and shall conform to the requirements of the Original Agreement for a period of from final acceptance of the Change work, unless a different warranty period is specified in the attachments. Remedies for breach of warranty shall be as set forth in the Original Agreement.

9. Indemnity and Insurance

Contractor shall indemnify, defend and hold harmless Client, its officers, agents and employees from and against all claims, liabilities, losses and expenses arising out of Contractor's performance of the Change, to the extent caused by Contractor's negligence or willful misconduct. Contractor shall maintain insurance coverages at least as broad as required by the Original Agreement, and shall provide certificates of insurance upon request.

10. Dispute Resolution

Any dispute arising under or relating to this Change Order shall be resolved pursuant to the dispute resolution procedure set forth in the Original Agreement. Pending resolution of any dispute, Contractor shall proceed diligently with performance of the Change Order as directed.

11. Notices

Notices shall be deemed given when delivered in accordance with the notice provisions of the Original Agreement or as otherwise provided by applicable law.

12. Amendments; Waiver

This Change Order may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right unless acknowledged in writing.

13. Counterparts

This Change Order may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

14. Severability

If any provision of this Change Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties as nearly as possible.

15. Governing Law

This Change Order shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

16. Entire Agreement

This Change Order, together with the Original Agreement and the documents expressly incorporated herein, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral, relating to such subject matter.

Contractor Printed Name:

By:

Date:

Client Printed Name:

By:

Date:

Enter text✕

What a Legal Change Order Contract Is

A Legal Change Order Contract is a formal written amendment to an existing contract that documents agreed adjustments to scope, price, schedule, or deliverables. It references the original agreement, describes the exact change, sets any revised compensation or credits, updates milestone dates, and identifies the parties and authorized signatories. When properly executed it creates a clear record for accounting, audit, and dispute resolution and supports enforceability under applicable contract and electronic-signature laws.

Why a Clear Change Order Matters

Using a Legal Change Order Contract prevents ambiguity by recording agreed changes, updating payment and schedule terms, and creating a dated audit trail that supports enforcement, auditability, and consistent project execution while reducing downstream disputes and cost overruns.

Why a Clear Change Order Matters

Who Typically Prepares and Signs Change Orders

Common users include project managers, contract administrators, and legal counsel who manage contract changes across industries.

  • Project managers and site supervisors who need on-site approvals and schedule adjustments.
  • Contract administrators responsible for cost changes, purchase orders, and invoice reconciliation.
  • Legal and compliance teams reviewing authority, scope, and enforceability of amendments.

Signing parties should confirm authority, attach the original agreement reference, and keep a signed copy for corporate records and audits.

Step-by-Step: Prepare and Execute a Change Order

Follow these steps to prepare, approve, and execute a Legal Change Order Contract with clarity and compliance.

  • 01
    Describe Change: Summarize scope, deliverables, and reasons for the change.
  • 02
    Adjust Compensation: Specify new price, credit, or payment schedule clearly.
  • 03
    Set Dates: Provide revised start, completion, and milestone dates in MM/DD/YYYY.
  • 04
    Sign & Attach: Obtain authorized signatures and attach to original agreement records.

Essential Components to Include

A professional Legal Change Order Contract contains specific sections that limit ambiguity and document authority, price impacts, and effect on project scheduling.

Parties

Identify all contracting parties with full legal names, addresses, and roles; specify which original contract they are a party to to avoid disputes about who is bound by the amendment.

Change Description

Provide a precise description of work, deliverables, or services being added, removed, or modified, including affected clause numbers and locations within the original agreement and acceptance criteria.

Consideration

State the exact monetary adjustment, credit, or revised pricing method, including billing milestones, retainers, or lien waiver conditions as relevant for accounting and lien rights.

Schedule Impact

List revised milestone dates, completion deadlines, and any impact on liquidated damages or extensions of time; tie each date to measurable events for clarity.

Authorization

Specify who can approve changes and include signature blocks with printed names, titles, and dates to confirm authority, acceptance, and accountability for the amendment.

Attachments

Attach modified drawings, change logs, purchase orders, or new exhibits; reference the original contract section and include cross-references for auditability.

Security and Compliance Considerations

Encryption in transit: TLS 1.2 and 1.3 enforced for transport.
Encryption at rest: AES-256 encryption of stored data.
Audit Trail: Timestamps, IP addresses, and actions recorded.
HIPAA Compliance: BAA available for covered entities.
Access Controls: Role-based access and SSO options.
Certifications: SOC 2 Type II and ISO 27001.

Penalties and Risks of an Incorrect Change Order

Unenforceable Amendment: Vague scope can void changes.
Payment Disputes: Undisclosed costs invite litigation.
Timeline Delays: Missing dates cause performance gaps.
Tax Consequences: Incorrect reporting triggers penalties.
Privacy Breach: Protected health data risk.
Notarization Failure: Invalid or missing notary undermines proof.

Common Preparation Errors to Avoid

  • Vague change descriptions lead to conflicting interpretations, differing expectations, and disputes that can result in cost overruns or litigation if parties later disagree on scope.
  • Omitting the original contract reference or failing to attach affected exhibits creates ambiguity about which agreement the change order amends and complicates enforcement.
  • Allowing unauthorized staff to sign without documented delegation of authority increases risk of invalid amendments and exposes parties to ratification disputes or contract rescission.
  • Inconsistent dates, missing effective dates, or failing to update milestone calendars can distort project timelines and create payment or liability gaps.

How to Configure an Online Change Order Workflow

Configure an e-sign workflow to route the Legal Change Order Contract, enforce authentication, and preserve audit logs for corporate and regulatory review.

Field Configuration
Routing Order Sequential emails; define signer sequence and deadlines.
Authentication Email link, SMS code, or KBA depending on risk.
Conditional Fields Show fields only when specific options are selected.
Retention Period Store signed PDFs plus audit trail for required retention.

Platform and File Requirements for Electronic Execution

Ensure the chosen e-sign platform supports PDF and DOCX, integrates with corporate systems, and records an auditable signing trail for compliance.

  • File Formats: PDF, DOCX, and form-compatible exports.
  • Integrations: Salesforce, NetSuite, Microsoft 365 supported.
  • Authentication Options: Email, SMS, SSO, and advanced methods.

Typical Starter Pricing and Feature Availability Across Vendors

Comparison of standard starter pricing and feature presence among major e-sign vendors. signNow appears first for alignment with provided product data.

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 (premium tier) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions

Answers to common questions about validity, signature authority, notarization, and correcting executed Legal Change Order Contracts.


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