Change Order Template

CHANGE ORDER

Change Order No.: [____]
Date Issued: [__/__/____]
Project Name: [________________________________]
Project Number / Reference: [________________________________]

ARTICLE 1 — PARTIES AND MASTER AGREEMENT REFERENCE

1.1 Parties.

This Change Order ("Change Order" or "CO") is entered into by and between:

Owner / Client ("Owner"):
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Contractor / Service Provider ("Contractor"):
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

1.2 Master Agreement Reference.

This Change Order modifies and is issued pursuant to the following agreement(s):

1.3 Incorporation. This Change Order is incorporated into and forms part of the Master Agreement. Capitalized terms not defined herein have the meanings set forth in the Master Agreement.

ARTICLE 2 — DEFINITIONS

2.1 "Change Order Effective Date" means the date on which the last authorized signatory executes this Change Order, unless a different date is specified in Article 11.

2.2 "Contract Price" means the total compensation payable under the Master Agreement as adjusted by all prior Change Orders.

2.3 "Contract Time" means the period allowed for completion of the Work as adjusted by all prior Change Orders.

2.4 "Force Majeure Event" means any event beyond the reasonable control of the affected Party, including acts of God, fire, flood, earthquake, hurricane, tornado, epidemic, pandemic, war, terrorism, civil unrest, government action or regulation, labor disputes not involving the affected Party's employees, or supply chain disruptions not reasonably foreseeable at the time of the Master Agreement.

2.5 "Master Agreement" means the prime contract, service agreement, or other governing agreement identified in Article 1.2, together with all exhibits, schedules, and prior Change Orders.

2.6 "Original Contract Price" means the Contract Price stated in the Master Agreement prior to any Change Orders.

2.7 "Work" means all labor, materials, equipment, services, and deliverables required under the Master Agreement as modified by this Change Order.

ARTICLE 3 — DESCRIPTION OF CHANGE

3.1 Summary of Change.

[________________________________]
[________________________________]
[________________________________]

3.2 Detailed Scope of Change.

The following modifications to the Work are authorized by this Change Order:

Work Added:
| Item | Description | Specifications / Standards |
|------|-------------|---------------------------|
| 1 | [________________________________] | [________________________________] |
| 2 | [________________________________] | [________________________________] |
| 3 | [________________________________] | [________________________________] |

Work Deleted:
| Item | Description | Credit Amount |
|------|-------------|---------------|
| 1 | [________________________________] | $[________] |
| 2 | [________________________________] | $[________] |

Work Modified:
| Item | Original Requirement | Revised Requirement |
|------|---------------------|---------------------|
| 1 | [________________________________] | [________________________________] |
| 2 | [________________________________] | [________________________________] |

3.3 Deliverables Affected.

3.4 Specifications and Standards. Unless modified by this Change Order, all Work shall be performed in accordance with the specifications and standards set forth in the Master Agreement. Where this Change Order introduces new work items, such items shall conform to: [________________________________].

ARTICLE 4 — REASON FOR CHANGE

4.1 Category. Check all that apply:

☐ Owner / Client-Directed Scope Change
☐ Design Error or Omission
☐ Differing Site Conditions (Construction)
☐ Regulatory or Code Compliance Requirement
☐ Force Majeure Event (specify): [________________________________]
☐ Value Engineering / Cost Savings Proposal
☐ Schedule Acceleration Request
☐ Correction of Defective Specifications
☐ Unforeseen Conditions (specify): [________________________________]
☐ Third-Party Requirement (specify): [________________________________]
☐ Material Substitution (specify): [________________________________]
☐ Technology Change or Upgrade
☐ Price Escalation (permitted under Master Agreement)
☐ Mutual Agreement for Project Improvement
☐ Other (specify): [________________________________]

4.2 Detailed Justification.

[________________________________]
[________________________________]
[________________________________]

4.3 Supporting Documentation. The following documents are attached in support of this Change Order:

☐ Revised drawings or plans (Exhibit A)
☐ Revised specifications
☐ Cost estimate / quotation
☐ Vendor or subcontractor proposals
☐ Photographs or site documentation
☐ Regulatory or code references
☐ Correspondence authorizing the change
☐ Engineer's or architect's recommendation
☐ Other: [________________________________]

ARTICLE 5 — IMPACT ASSESSMENT

5.1 Schedule Impact.

5.2 Cost Impact Summary.

5.3 Resource Impact.

5.4 Risk Impact.

ARTICLE 6 — COST ADJUSTMENT

6.1 Pricing Method. Check one:

☐ Lump Sum / Fixed Price
☐ Unit Price
☐ Time and Materials (T&M)
☐ Cost Plus Fixed Fee
☐ Cost Plus Percentage
☐ Combination (describe): [________________________________]

6.2 Itemized Cost Breakdown.

6.3 Labor Rates.

6.4 Markup and Overhead.

6.5 Total Cost Adjustment.

6.6 Taxes. All amounts stated herein are exclusive of applicable sales, use, excise, or similar taxes unless expressly stated otherwise. Taxes, if applicable, shall be added in the amount of $[________] or as required by law.

ARTICLE 7 — SCHEDULE ADJUSTMENT

7.1 Current and Revised Milestones.

7.2 Critical Path Impact. This Change Order ☐ does / ☐ does not affect the critical path of the Project. If yes, the following critical path activities are affected: [________________________________].

7.3 Revised Substantial Completion Date.

7.4 Revised Final Completion Date.

7.5 Liquidated Damages. Any liquidated damages provisions in the Master Agreement shall apply based on the revised completion dates set forth in this Article 7, unless expressly modified herein.

ARTICLE 8 — PAYMENT TERMS

8.1 Payment Schedule. Payment for the additional Work authorized by this Change Order shall be made as follows:

☐ Progress payments in accordance with the Master Agreement payment schedule
☐ Lump sum upon completion of the Change Order Work
☐ Milestone-based payments per the following schedule:

☐ Time and materials, invoiced: ☐ weekly / ☐ bi-weekly / ☐ monthly
☐ Other: [________________________________]

8.2 Invoice Requirements. Invoices for Change Order Work shall reference this Change Order number and shall be submitted to: [________________________________]. Each invoice shall include itemized costs, supporting documentation, and certification that the Work has been performed.

8.3 Retainage. Retainage on Change Order Work shall be held at [____]% of each progress payment, consistent with the Master Agreement unless modified herein. Retainage shall be released upon: [________________________________].

8.4 Prompt Payment. Owner shall pay undisputed amounts within [____] days of receipt of a proper invoice. Payment terms are subject to applicable prompt payment statutes in the jurisdiction governing this Change Order. Interest on late payments shall accrue at the rate of [____]% per month / per annum (or as required by applicable law, whichever is greater).

8.5 Disputed Amounts. If Owner disputes any portion of an invoice, Owner shall: (a) pay the undisputed portion within the time required by Article 8.4; (b) provide written notice of the disputed amount with specific reasons for the dispute within [____] days of receipt of the invoice; and (c) work in good faith to resolve the dispute. Withholding of disputed amounts shall not exceed [____]% of the disputed portion.

ARTICLE 9 — EFFECT ON MASTER AGREEMENT

9.1 Provisions Modified. This Change Order modifies the following provisions of the Master Agreement:

9.2 Provisions Unchanged. Except as expressly modified by this Change Order, all terms and conditions of the Master Agreement, including without limitation provisions governing intellectual property, confidentiality, indemnification, limitation of liability, insurance, dispute resolution, and termination, remain in full force and effect.

9.3 Order of Precedence. In the event of a conflict between this Change Order and the Master Agreement, the documents shall control in the following order of precedence (highest to lowest):

1. This Change Order No. [____]
2. Prior Change Orders (in reverse chronological order)
3. The Master Agreement (including all exhibits and schedules)
4. The original Statement of Work / Scope of Work

9.4 Cumulative Effect. This Change Order, together with all prior Change Orders, represents the total adjustment to the Contract Price and Contract Time. The cumulative net change to date is:

9.5 No Waiver. The issuance or execution of this Change Order does not constitute a waiver of either Party's rights under the Master Agreement, including the right to claim additional compensation or time extensions for changes not addressed herein.

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

10.1 Contractor Representations. Contractor represents and warrants that:

(a) The pricing set forth in this Change Order is complete and includes all costs necessary to perform the Change Order Work, except for items expressly identified as allowances or estimates.

(b) Contractor has reviewed the scope of the Change Order Work and has the capability, resources, and expertise to perform such Work in accordance with the Master Agreement standards.

(c) The Change Order Work will be performed in a professional and workmanlike manner, using materials of good quality and in accordance with applicable codes, laws, and regulations.

(d) Contractor has disclosed all known conditions that may affect the cost or schedule of the Change Order Work.

(e) This Change Order represents the full and complete adjustment to the Contract Price and Contract Time for the changes described herein. Contractor waives any further claim for additional compensation or time related to the matters addressed in this Change Order, except as expressly reserved.

10.2 Owner Representations. Owner represents and warrants that:

(a) The person executing this Change Order on behalf of Owner has the authority to do so and to bind Owner to its terms.

(b) Owner has approved the budget necessary to fund this Change Order.

(c) Owner will cooperate with Contractor in providing timely access, information, approvals, and decisions necessary for the performance of the Change Order Work.

ARTICLE 11 — AUTHORIZATION AND APPROVAL

11.1 Approval Authority. This Change Order has been reviewed and approved in accordance with the following authorization thresholds:

11.2 Multi-Party Approval. Where the Master Agreement involves additional parties (e.g., architect, engineer, surety, lender), the following approvals are also required:

11.3 Effective Date. This Change Order is effective as of [__/__/____] ("Effective Date"), which is the date of the last authorized signature below unless otherwise specified.

ARTICLE 12 — GENERAL PROVISIONS

12.1 Governing Law. This Change Order shall be governed by and construed in accordance with the governing law provisions of the Master Agreement. If the Master Agreement is silent on governing law, this Change Order shall be governed by the laws of the State of [________________________________], without regard to conflict-of-law principles.

12.2 Written Modification Requirement. This Change Order may not be modified, amended, or supplemented except by a written instrument executed by both Parties. Oral modifications are not enforceable.

12.3 Counterparts and Electronic Signatures. This Change Order may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding to the fullest extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.

12.4 Notices. All notices required or permitted under this Change Order shall be delivered in accordance with the notice provisions of the Master Agreement.

12.5 Severability. If any provision of this Change Order is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.6 Entire Agreement. This Change Order, together with the Master Agreement and all prior Change Orders, constitutes the entire agreement between the Parties with respect to the changes described herein and supersedes all prior negotiations, representations, and agreements relating to such changes.

ARTICLE 13 — EXECUTION

By executing this Change Order, each Party acknowledges that it has read, understands, and agrees to be bound by all terms and conditions set forth herein and in the Master Agreement as modified hereby.

OWNER / CLIENT:

Signature: _________________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONTRACTOR / SERVICE PROVIDER:

Signature: _________________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

ARCHITECT / ENGINEER (if applicable):

Signature: _________________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A — COST BREAKDOWN WORKSHEET

A.1 Direct Costs

A.2 Indirect Costs and Markup

A.3 Credits

A.4 Total

EXHIBIT B — REVISED SCHEDULE

B.1 Schedule Comparison

B.2 Critical Path Narrative

[________________________________]
[________________________________]
[________________________________]

B.3 Revised Gantt Chart or CPM Schedule

☐ Attached separately as Schedule Exhibit B-1
☐ Not applicable

EXHIBIT C — SCOPE CHANGE DETAILS

C.1 Narrative Description of Changed Work

[________________________________]
[________________________________]
[________________________________]
[________________________________]
[________________________________]

C.2 Revised Drawings / Plans

C.3 Revised Specifications

C.4 Photographs and Site Documentation

☐ Attached separately as Exhibit C-1
☐ Not applicable

This template is provided for informational purposes only and does not constitute legal advice. Have this document reviewed by a qualified attorney licensed in your jurisdiction before use. Laws regarding contract modifications, prompt payment, and change order requirements vary by state and project type.