Establishing secure connection…Loading editor…Preparing document…

Project Development Addendum

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

PROJECT DEVELOPMENT ADDENDUM

This Project Development Addendum (the "Addendum") is entered into between Client Name: and Developer Name: . This Addendum amends and supplements the Master Services Agreement executed between the parties and is effective as of Effective Date: .

WHEREAS

WHEREAS, Client requires specified development services for the Project described herein and desires the Developer to perform such services in accordance with the terms of the Agreement and this Addendum; and

WHEREAS, Developer represents that it has the expertise, personnel and resources necessary to perform the additional scope set forth in this Addendum and agrees to deliver the deliverables and meet the milestone schedule set forth below; and

WHEREAS, the parties intend that this Addendum govern the specific project tasks, payment schedule, and change order procedures for the Project and shall prevail to the extent of any conflict with the Agreement.

SCOPE OF WORK

DELIVERABLES & MILESTONES

Milestone 1: Due Date: Payment on Completion: $

Milestone 2: Due Date: Payment on Completion: $

Additional milestones and payment schedule shall be set forth in written Change Orders executed in accordance with the Change Order procedure below.

PAYMENT TERMS

Total Additional Compensation for the scope in this Addendum: $ .

Late Payment: If any undisputed amount is not paid within days after the due date, the unpaid balance will accrue interest at the lesser of: per month or flat late fee per late invoice.

TERM AND TERMINATION

Term Commencement Date: Term Expiration Date: .

Either party may terminate this Addendum for material breach by the other party if such breach remains uncured for a period of days after written notice of the breach. Either party may terminate without cause upon days' prior written notice.

CHANGE ORDERS

Any changes to scope, schedule or compensation shall be effected only by a written Change Order signed by authorized representatives of both parties. Each Change Order shall describe the change, the impact on schedule, the adjusted price, if any, and the revised acceptance criteria.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party disclosed under or in connection with this Addendum. Confidential Information means non-public information disclosed in writing or marked confidential, or disclosed orally and confirmed in writing within thirty (30) days. The receiving party shall use Confidential Information only to perform its obligations under this Addendum and shall take at least the same degree of care to protect such information as it uses with its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination of this Addendum for three (3) years, except that trade secrets and attorney-client privileged information shall be protected for as long as permitted by law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Developer assigns to Client all right, title and interest in and to deliverables specifically created for Client pursuant to this Addendum, subject to Client's payment in full. Developer retains ownership of its pre-existing tools, libraries and know-how. To the extent Developer incorporates third-party materials, Developer shall disclose such materials and obtain any required licenses. The parties shall execute any documents reasonably necessary to effectuate this assignment.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Addendum, negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, indemnification obligations, or willful misconduct, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The total liability of either party for claims arising out of this Addendum shall not exceed the aggregate fees paid to Developer under this Addendum during the six (6) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Addendum shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: Governing State: , excluding its conflicts of law rules. The parties agree to attempt to resolve disputes through good faith negotiations, and if unresolved, through binding arbitration in the designated forum if selected by mutual agreement.

ENTIRE AGREEMENT; AMENDMENT

This Addendum, together with the Agreement and any duly executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

REPRESENTATIONS

Each party represents and warrants that it has the full right, power and authority to enter into this Addendum and to perform its obligations hereunder, and that the execution and performance of this Addendum will not violate any agreement or obligation to any third party.

Client Name:

By:

Date:

Developer Name:

By:

Date:

Enter text✕

What a Project Development Addendum Is and When It Applies

A Project Development Addendum is a contractual amendment appended to a primary project agreement to document discrete changes to scope, schedule, cost, deliverables, or responsibilities. It creates a written record that modifies specific clauses without replacing the underlying master agreement, and is commonly used for construction, software development, facilities, and professional services projects to manage variations midstream.

Why a Clear Addendum Reduces Risk

A well drafted addendum reduces disputes by memorializing agreed changes, assigning new responsibilities, and updating payment and schedule terms in writing.

Why a Clear Addendum Reduces Risk

Who Typically Prepares and Signs This Addendum

Common users include the parties directly involved in project delivery and their legal or contract administrators.

  • Project managers and program leads who control scope and schedule decisions for a project.
  • General contractors or prime vendors who must document changes from subcontractors or owners.
  • Owners, developers, or client representatives who approve budget or milestone changes.

Identify the appropriate approver for your organization before routing to avoid invalid or unauthorized signatures.

Core Elements Every Professional Addendum Should Include

A complete addendum is concise but specific: it identifies the underlying agreement, states the effective date, describes the change, and records budget, schedule, and approval terms to avoid ambiguity.

Reference

Cite the original contract by title, date, and parties so the amendment is unambiguously associated with the correct agreement.

Scope Change

Precisely describe additions or deletions to work, including technical specs, deliverable descriptions, or excluded items to limit later disputes.

Schedule Impact

State revised milestones, completion dates, and any interim deadlines, with calendar dates and conditions for extensions.

Cost and Payment

Specify price adjustments, payment schedule, invoicing instructions, retainage changes, and responsibility for additional costs or credits.

Approvals

Name persons authorized to approve the addendum and any subsequent changes, and describe required approval method (signature, email confirmation).

Attachments

Attach revised drawings, schedules, change orders, or exhibits and reference them as enforceable parts of the addendum.

Essential Data Points to Record

Parties: Full legal names
Effective Date: MM/DD/YYYY
Change Description: Clear summary
Cost Impact: Dollar amount
Signatures: Signer name and date
Governing Law: State name

Step-by-Step: Filling and Executing the Addendum

Follow a predictable sequence to reduce errors: prepare, review, approve, and execute with retained evidence of each step.

  • 01
    Prepare the Draft: Complete all fields and attach required exhibits.
  • 02
    Internal Review: Obtain approvals from legal and finance as needed.
  • 03
    Send for Signatures: Route to authorized signers in the agreed order.
  • 04
    Archive Signed Copy: Store executed addendum with the original contract records.

Typical Digital Workflow Settings for Online Completion

Configure routing, authentication, and storage before distribution to ensure compliance and an auditable trail.

Field Configuration
Routing Order Sequential
Authentication Email plus SMS code
Reminders 3-day interval
Storage PDF/A with audit log

Where to Send or File the Completed Addendum

Deliver executed copies to all signers and retain one consolidated record in your contract repository for future reference.

  • Internal Repository: Store signed PDF in contracts library
  • Counterparty: Send executed copy to owner and contractor
  • Permitting Office: File only if the change affects recorded permits
  • Project Manager: Provide final version for project records

Distribution and Digital Signing Considerations

Choose a platform that supports required authentication, audit trail, and archival formats before sending the addendum.

  • File Formats: PDF, DOCX supported
  • Integrations: Salesforce, NetSuite
  • Auth Methods: Email, SMS, KBA

Key Timing Rules to Observe

Track response windows, effective dates, and notice periods to avoid contract default or delay claims when changes are proposed.

Effective Date:

The date the amendment takes effect; enter MM/DD/YYYY.

Notice Period:

Time required for delivery of change notice per contract terms.

Approval Response:

Typical internal turnaround target: 3–10 business days.

Implementation Date:

When revised work or payments begin.

Record Retention Trigger:

Retention countdown often starts on execution date.

Common Preparation Mistakes to Avoid

  • Using vague language for scope changes that leaves room for differing interpretations and downstream disputes.
  • Failing to identify or attach the correct exhibit or drawing referenced in the amendment, making the change unenforceable.
  • Routing the document to an unauthorized signatory or failing to capture approval authority before execution.
  • Neglecting to record the effective date or to adjust related milestones and payment schedules accordingly.

Top Legal Risks and Consequences

Breach Liability: Damages under state contract law
Delay Claims: Liquidated or actual damages
Payment Disputes: Withheld funds or liens
Invalid Approval: Void amendment if unauthorized
Regulatory Impact: Permit noncompliance risk
Recordkeeping Failure: Evidentiary disadvantage in disputes

Comparison: Common eSignature Vendors for Executing Addenda

Vendor pricing and capabilities vary; signNow is listed first for comparison. Choose a provider that meets authentication, retention, and industry compliance needs.

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 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

Frequently Asked Questions and Practical Answers

Answers to common legal, procedural, and technical questions about preparing, signing, and storing a Project Development Addendum.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users