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Legal Change Order Form

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LEGAL CHANGE ORDER FORM

This Change Order is made on by and between Contractor Name: (hereinafter "Contractor") and Client Name: (hereinafter "Client"), pursuant to Contract Title: dated and Contract Number: .

RECITALS

WHEREAS, the Contractor and Client entered into the Contract referenced above which sets forth the scope of work, price, schedule and other terms and conditions applicable to the performance of the work; and

WHEREAS, the parties have identified one or more changes to the scope, price, and/or schedule of the Contract arising from changes in requirements, unforeseen conditions, or regulatory directives; and

WHEREAS, the parties desire to document and effectuate such changes in accordance with the change order procedures set forth in the Contract and applicable law.

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 IDENTIFICATION

Change Order Number: . Effective Date of Change Order: .

2. NATURE OF CHANGE

The Contractor shall perform the following modifications to the Work described in the Contract. The change shall be performed in accordance with the drawings, specifications and terms set forth below and in any attached documents.

Type of Change:

3. PRICE ADJUSTMENT

The Contract Price is hereby adjusted as set forth below. Any adjustments are net of all discounts, credits and allowances unless expressly stated.

Adjusted Contract Price resulting from this Change Order:

4. SCHEDULE / TIME IMPACT

The parties agree to the following adjustments to the Project Schedule. All time extensions shall be measured from the date the Contractor provides written notice and substantiation in accordance with the Contract.

5. DOCUMENTS AND DRAWINGS

The following contract documents, drawings and specifications are modified or superseded by this Change Order and are attached hereto and incorporated by reference.

6. PAYMENT TERMS & ADMINISTRATION

Payment for work performed pursuant to this Change Order shall be made in accordance with the payment provisions of the Contract, subject to Contractor's submission of invoices and substantiating documentation and Client's approval in accordance with the Contract.

7. WARRANTIES AND REPRESENTATIONS

Contractor represents and warrants that the work performed under this Change Order shall be performed in a professional and workmanlike manner, in accordance with the Contract requirements, and subject to the same warranties and guaranties as the original Work under the Contract.

8. INDEMNITY

Each party shall indemnify, defend and hold harmless the other party from and against all claims, liabilities, damages, losses and expenses arising out of the indemnifying party's negligent performance or willful misconduct in connection with the work performed under this Change Order, to the extent permitted by law and subject to any limitations in the Contract.

9. INSURANCE

Contractor shall maintain insurance coverage as required by the Contract for the performance of the work under this Change Order. Any change in insurance requirements shall be documented in writing and signed by both parties.

10. NOTICE

All notices required or permitted under this Change Order shall be given in writing and delivered in accordance with the notice provisions of the Contract. For administrative convenience, provide the following notice contacts:

11. CHANGES TO THE CONTRACT

Except as expressly modified by this Change Order, all terms and conditions of the Contract remain in full force and effect. This Change Order is subject to the Contract's change order procedures and approval requirements and shall not be binding until executed by authorized representatives of both parties.

12. AMENDMENTS AND WAIVER

This Change Order may be amended only by a written document signed by authorized representatives of both parties. No waiver by either party of any breach or default under this Change Order shall be effective unless in writing and signed by the waiving party.

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 and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Change Order shall be governed by and construed in accordance with the laws governing the Contract. Entire Agreement: This Change Order, together with the Contract and its incorporated documents, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements relating thereto. Severability: If any provision of this Change Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. ACCEPTANCE

The undersigned representatives of the parties certify that they are authorized to execute this Change Order and bind their respective parties to its terms. Execution of this Change Order constitutes acceptance of the changes set forth herein.

Contractor Name:

By:

Date:

Client Name:

By:

Date:

Enter text✕

What a Legal Change Order Form Is

A Legal Change Order Form documents an agreed amendment to an existing contract or statement of work, recording changes to scope, price, schedule, or other material terms. It creates a written, dated record that both preserves the original contract reference and specifies precisely what is modified. Parties typically attach the change order to the original agreement, include signatures from authorized signatories, and record any revised milestones, payment schedules, or acceptance criteria to avoid disputes about the modified obligations.

Why a Formal Change Order Matters

A written change order reduces ambiguity, aligns expectations, and creates enforceable proof of the parties' revised obligations. It protects against scope creep, supports invoicing for additional work, and helps courts or arbitrators interpret parties' intent if disagreements arise.

Why a Formal Change Order Matters

Who Typically Prepares and Signs a Change Order

Organizations use change orders across project-based workflows to document amendments and keep contractual records consistent.

  • Project managers and contract administrators who track scope, schedule, and approvals for deliveries and invoices.
  • Legal counsels and contract teams who review terms, confirm authority, and reduce litigation risk for amended obligations.
  • Vendors, subcontractors, and clients who must accept revised pricing, timelines, or deliverables in writing.

Clear roles ensure that the person with signing authority approves changes and that the change order is attached to the originating contract for document integrity.

Common Signatory Roles

Contract Administrator

Responsible for initiating and documenting change requests, tracking approvals, ensuring the change order references the original contract, and maintaining version control for project records.

Authorized Signatory

An executive or officer with delegated authority to bind the organization legally; must match corporate signing policies and, when required, be accompanied by a printed name and title.

Essential Elements of a Professional Change Order

A robust change order is concise but complete, linking to the original agreement and specifying exactly what changes and why. It should include authoritative signers, dates, and any amended deliverables or payment terms.

Reference

Original contract title, date, and section being modified.

Scope Change

Clear description of added, removed, or adjusted tasks and deliverables.

Price Adjustment

Exact dollar amounts, pricing formula, or credit terms tied to the change.

Schedule Impact

Revised milestone dates, completion deadlines, and acceptance windows.

Approvals

Authorized signers, titles, and dates of signature.

Attachment

Statement that the change order amends and is attached to the original agreement.

Step-by-Step: How to Complete and Record a Change Order

Follow these sequential steps to draft, approve, and attach a legally sound change order to the original contract.

  • 01
    Draft the Amendment: Describe exact changes, impacts, and rationale in writing.
  • 02
    Review Contract Terms: Confirm any amendment procedures or approval thresholds in the original agreement.
  • 03
    Obtain Approvals: Collect signatures from authorized representatives in the correct order.
  • 04
    Attach and Distribute: Attach change order to the original contract and circulate fully executed copies to stakeholders.

Typical Workflow for Online Change Order Processing

This flow describes a common e-submission path when using digital workflows for change orders.

  • Upload Document: Add the draft change order to the signing platform.
  • Place Fields: Add signature, date, and approval fields where needed.
  • Set Signers: Define signer roles, order, and authentication methods.
  • Send and Archive: Distribute to signers, capture audit trail, and attach to contract record.

Configuring an Electronic Change Order Workflow

Set workflow options to match the organization’s approval requirements and to preserve an auditable record of changes.

Field Configuration
Signing Order Sequential routing with required approvers.
Authentication Email link or SMS code; consider stronger ID for high-value changes.
Conditional Fields Show pricing fields only when cost impact is 'Yes'.
Notifications Automatic reminders and completion alerts to stakeholders.

Platform and File Requirements for eSubmission

Ensure the chosen platform supports the file formats, authentication strength, and integrations your workflow requires.

  • Document Formats: PDF, DOCX, or fillable forms supported.
  • Integrations: Salesforce, NetSuite, Google Workspace integrations available.
  • Authentication: Email, SMS, KBA, or SSO options available.

Verify that audit trails, retention exports, and role-based access controls are enabled so the change order remains verifiable and retrievable.

Consequences of an Improper or Missing Change Order

Unenforceable Amendment: Court may refuse enforcement
Scope Disputes: Leads to costly disputes
Payment Delays: Invoices may be withheld
Liability Exposure: Increases risk for damages
Contract Breach: May trigger termination
Recordkeeping Gaps: Complicates audits

Common Mistakes to Avoid

  • Failing to reference the original contract clause leaves the amendment open to interpretation and dispute.
  • Allowing unsigned or partially signed change orders to be treated as binding increases litigation risk when performance or payment is contested.
  • Using vague language about scope or compensation instead of specific deliverables and dollar amounts undermines enforceability.
  • Not recording approvals or preserving an audit trail prevents reconstruction of the parties' intent during later disputes.

Timing and Deadline Considerations

Track effective dates, approval windows, and any contractual notice periods to ensure timely implementation of the change order.

Effective Date:

Date change takes effect; use MM/DD/YYYY format

Signature Deadline:

Deadline for all parties to sign to accept terms

Notice Period:

Any contractual notice window before changes take effect

Payment Timing:

Revised invoice dates and net payment terms

Record Attachment:

Date to attach change order to original contract file

Key Milestones from Request to Archived Record

A sequential milestone view helps teams manage approvals and archive fully executed change orders for compliance and audits.

01

Request Submitted

Stakeholder documents proposed changes and rationale.

02

Internal Review

Project and legal teams assess impact and cost.

03

Execution

Authorized signatories sign the change order.

04

Archive

Attach executed change order to contract repository.

Example Scenarios Using Change Orders

Real-world examples show how change orders resolve scope, timing, and payment adjustments without redoing the entire contract.

Martin Properties

A property management firm needed to update lease service terms for a new maintenance schedule.

  • The change order increased monthly service fees and adjusted inspection dates.
  • Tim Martin reported that moving to online execution ensured compliant, timely signatures and easier recordkeeping for audits and tenant queries.

BIS

A technology integrator required extra deliverables for a custom module after discovery.

  • The change order set fixed fees and new milestones.
  • Dan Rotelli noted the executed amendment clarified responsibilities and prevented payment disputes during final acceptance testing.

eSignature Pricing Snapshot for Change Order Workflows

Comparison of common eSignature vendors and basic plan features relevant to executing and tracking change orders.

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 No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Security and Compliance Features to Preserve Validity

Encryption: TLS 1.2/1.3; AES-256 at rest
Audit Trail: IP, timestamp, and action logs
BAA Availability: HIPAA BAA available
Regulatory Conformance: ESIGN and UETA compliance
Certification: SOC 2 Type II, ISO 27001
Accessibility: WCAG 2.0 Level AA

FAQs and Troubleshooting for Change Orders

Answers to common questions about validity, signatures, notarization, corrections, and retention when using change orders.


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