Change Order Clause template clause

    Updated: 22 March 2026

    Please note: these example clauses are intended as a starting point, not as legal advice. Always adapt the text to your specific situation and have important contracts reviewed by a legal professional.

    Clause text

    Article [X] – Change Control

    1. The scope of work described in Schedule [Y] ("Original Scope") forms the basis for the agreed fees. Any additions to or reductions of the Original Scope shall be agreed in accordance with this Article. [Supplier] shall not be required to carry out work outside the Original Scope unless a Change Order has been approved pursuant to this Article.

    2. If the Buyer wishes to add work not included in the Original Scope ("Additional Work"), the Buyer shall submit a written change request to [Supplier]. [Supplier] shall provide a written quotation within [e.g. 5 Business Days], specifying:
    (a) a description of the Additional Work;
    (b) the additional fees and any impact on the existing fee schedule;
    (c) the revised timeline or project milestones.

    3. Additional Work shall only be carried out once the Buyer has accepted the quotation in writing. Verbal instructions or implied approvals shall not constitute authority for Additional Work and shall not give rise to any payment obligation.

    4. If the Buyer requests a reduction in the Original Scope ("Reduced Work"), [Supplier] shall confirm in writing the scope of the reduction and the corresponding reduction in fees. Costs already committed by [Supplier] for the Reduced Work, including ordered materials and scheduled resource time, shall remain payable by the Buyer.

    5. All approved changes shall be recorded in a written Change Order signed by both Parties, which shall be appended to and form part of this Agreement.

    6. [Supplier] shall not be liable for any delay or quality reduction that results directly from scope changes approved by the Buyer under this Article.

    What does this clause mean?

    A change order clause (or change control clause) establishes the process for managing adjustments to the agreed scope of work. It covers additions to the scope (Additional Work) and reductions (Reduced Work), and sets out who can authorise changes, how they must be documented, and how pricing and timing are affected.

    Without a change control procedure, disputes over scope are almost inevitable on any project of moderate complexity. Contractors and consultants often carry out extra work on verbal instructions, only to find the client disputes the obligation to pay. Paragraph 3 closes that gap: Additional Work carried out without a written Change Order does not entitle the supplier to payment.

    Deloitte and DocuSign (2024) estimate that $2 trillion is lost globally each year through poor contract management. Scope creep — work that grows incrementally beyond what was agreed, without corresponding price adjustments — is one of the most common sources of value leakage in project and service contracts. Loio (2026) found that 71% of contracts are never monitored for compliance, which includes ensuring Change Orders are signed before work begins.

    When should you use this clause?

    Change order clauses are essential in construction contracts, IT development contracts, consulting agreements, engineering projects, and any other contract where the scope of work is defined at the outset but may need to evolve.

    In construction, change control mechanisms are well established and often governed by standard form contracts such as FIDIC, NEC, or JCT. In software development they are frequently overlooked, despite the fact that software projects routinely expand in scope. Agile methodologies require particular attention: iterative delivery can blur the boundary between planned and additional work.

    Build a discipline of completing Change Orders before starting new work. An accumulation of undocumented additional work creates claims that are difficult to value and almost impossible to resolve at project close-out. A simple change order form that both parties sign at the point of agreement prevents this problem entirely.

    Customize these elements

    • 1Set a realistic quotation turnaround time in paragraph 2 — 5 Business Days works for most projects, but complex technical changes may need longer
    • 2Define a de minimis threshold: minor adjustments below [amount] or [percentage]% of the contract value may be handled without a formal Change Order
    • 3Specify what happens if the Buyer does not respond to a quotation within a set period — whether silence constitutes rejection or calls for a follow-up
    • 4Link each approved Change Order to the project timeline: the parties should agree a revised completion date at the same time as agreeing the price
    • 5For Reduced Work, specify clearly which costs are already committed and therefore not refundable when the scope is cut

    Sources

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