Change order agreement template

A short amendment to an existing project contract: what changes, the effect on price and schedule, all else stays. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.

Sample — review with a lawyer · Simple electronic signature with an audit trail

Who it is for

For a contractor and client in the middle of a project who agree to change its scope and want the change, its price and its effect on the schedule recorded in one short document.

A change order only works with a contract both parties already signed; name that contract and its date exactly.

What it covers

11 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.

  • 1. Original contract

    Blanks for the title and date of the contract being changed and the number of this change order. Earlier change orders are included, and defined words keep their meaning.

  • 2. Reason for the change

    Who asked for the change, when and why. If the original contract has a change procedure, this document is the written agreement that procedure calls for.

  • 3. Changed scope

    Blanks for what is added, what is removed or reduced and what is changed. The changed work follows the same standards, acceptance and warranty as the original contract.

  • 4. Effect on price and payment

    Blanks for the increase or decrease and the new total, with the items in this change order’s price schedule. You choose when the change amount is invoiced; the original payment terms stay for the rest.

  • 5. Effect on schedule

    A blank for the milestones or dates that move and the new completion date. Unmentioned milestones stay. A late approval by the Client moves the affected dates.

  • 6. Work already performed

    Work on the change done before signing at the Client’s written request is covered and paid under this change order. Otherwise the Contractor need not start the change before both have signed.

  • 7. Everything else unchanged

    Apart from what this change order says, the original contract continues in full and applies to the change. No earlier right or claim is waived, and both confirm they know of no unrecorded change, claim or delay.

  • 8. Order of precedence

    For its subject this change order ranks above the original contract and earlier change orders; earlier ones stay where not changed, and a later signed change order ranks above this one.

  • 9. Approval and effect

    The change order takes effect when both sides have signed. Signers confirm they are authorised, and a blank records any further approval the original contract requires.

  • 10. Further changes

    Any further change needs a new change order agreed in writing or electronically. Notices follow the original contract’s notice rules.

  • 11. Governing law and disputes

    The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.

A price schedule (items, quantities and prices) is part of this contract. It starts empty, in your currency, and the clauses on fees and payment point to it.

The sample text

The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.

Read the sample text

Change Order Agreement

Parties: Contractor · Client

1. Original contract

This change order amends the agreement titled “[[Title of the original contract]]” dated [[Date of the original contract]] between the Contractor and the Client (the “Original Contract”), including the change orders agreed before this one. This is change order number [[1]] to the Original Contract. Words defined in the Original Contract have the same meaning here.

2. Reason for the change

The change was requested by [[the Client / the Contractor]] on [[Date]] because [[Describe why the change is needed, e.g. a new requirement, a decision by the Client, a circumstance discovered during the work]]. Where the Original Contract has a change procedure, this change order is the written agreement that procedure requires.

3. Changed scope

The scope of the Original Contract changes as follows:

Added: [[Describe the work, deliverables or quantities added]]

Removed or reduced: [[Describe what is removed or reduced, or write “none”]]

Changed: [[Describe how existing deliverables or specifications change, or write “none”]]

The changed scope is performed to the same standards, acceptance procedure and warranty as the Original Contract, unless this change order says otherwise.

4. Effect on price and payment

The price of the Original Contract [[increases / decreases]] by [[Amount, excluding tax]] to a new total of [[New total price, excluding tax]]. The items making up the change are shown in the price schedule of this change order, at the rates of the Original Contract where they apply. The amount of the change is invoiced [[with the next milestone / on acceptance of the changed work / as follows]] and paid on the payment terms stated in this change order; the Original Contract’s payment terms continue for everything else.

5. Effect on schedule

The schedule of the Original Contract changes as follows: [[Describe the milestones or dates that move and by how much, or write “no change”]]. The completion date becomes [[New completion date]]. Milestones not mentioned stay as agreed. Delay caused by the Client’s late approval of this change order extends the affected dates accordingly.

6. Work already performed

Work on the changed scope that the Contractor performed before this change order was signed, at the Client’s request in writing or in electronic form, is covered by this change order and paid as part of the amount in the Effect on price and payment clause. Apart from that, the Contractor is not obliged to start the changed scope before this change order has been signed by both parties.

7. Everything else unchanged

Except as stated in this change order, the Original Contract continues unchanged and in full force, and applies to the changed scope. This change order does not waive any right or claim of either party that arose before it, unless it says so expressly. Each party confirms that it knows of no other change, claim or delay relating to the Original Contract that is not recorded in this or an earlier change order.

8. Order of precedence

For its subject, this change order prevails over the Original Contract and over earlier change orders. Earlier change orders remain in force where this change order does not change them. A later change order signed by both parties prevails over this one. The order of precedence between the documents of the Original Contract itself is not affected.

9. Approval and effect

This change order takes effect when both parties have signed it. A person signing for a party confirms that they are authorised to agree changes to the Original Contract on that party’s behalf. If the Original Contract requires approvals beyond the signatures, such as approval by a named project manager, the parties confirm that those approvals have been obtained: [[Name and role of the approver, or “not required”]].

10. Further changes

Further changes to the Original Contract or to this change order are valid only when both parties agree on them in writing or in electronic form in a new change order. Notices about this change order are given in the way the Original Contract provides for notices.

11. Governing law and disputes

This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.

Payment terms

The amount of this change order is payable within [[14]] days of receiving the invoice, by bank transfer to the account stated on the invoice; the payment terms of the Original Contract continue for everything else.

Governing law

[[Country or state whose law applies]]

Jurisdiction

[[Courts that decide disputes, e.g. the courts of your city]]

How to use it

  1. Choose the template

    Press the button to use this template. If you are not signed in, you first sign in or sign up for free and then come straight back to it.

  2. Start a draft

    The new-contract page opens with this template marked. Press its card to create a draft. Your company details fill in Party A, and you fill in the blanks, the other party and, where the template has one, the price schedule.

  3. Send it for signature

    You sign first, then send each signer a secure link and, by another route, an access code. Signers need no account.

Next steps

  • Your client opens the link on any device and needs no account. See what the signing looks like on the E-Contracts page, and read which kind of electronic signature is enough for which document.

  • Already signed? Make the invoice from the signed contract: the parties and the price lines carry over, in full or for a deposit. The guide on turning a quotation into an invoice shows how to review the new draft, its dates and the PDF.

What it is, and what it is not

QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.

It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The signature certificate lists every link issued and, for each action by the sender or a signer, its IP address and browser where they could be read.

Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.

Are e-signatures legally binding? Read the guide

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