Change Order Clause Explained: Six Versions to Check Before You Sign
This page is general information, not legal advice.
A change order clause sets the rules for changing the work after the contract is signed: how a change is requested, who has to approve it, how it's priced and what happens to the deadline. It appears in construction and renovation contracts, but also in software development, design, marketing, consulting and agency agreements, where it's sometimes called a "change request" or "scope change" process. Projects almost always change. When the clause is unclear or one-sided, the provider ends up doing extra work for free, or the client ends up with a bill it never approved. This page covers six versions of the clause that shift that risk. For each one you get an illustrative example, why it matters, and wording you can propose. How these clauses are read and enforced varies by jurisdiction, and they can often be negotiated.
If you're a homeowner looking at a builder's contract, see home renovation contract red flags, which covers change orders alongside deposits and liens. This page looks at the clause itself, mostly from the side of freelancers, agencies and other service providers, with notes for clients.
The example clauses below are illustrative. They are not taken from any real company's contract.
1. Written change orders required, but changes requested informally
A typical clause might read: "Contractor shall not be compensated for any work outside the Scope of Work unless performed pursuant to a written change order signed by Client prior to commencement of such work."
Why it works against you
On paper this protects both sides. In practice, clients ask for "one small thing" by email, in a call or in a chat thread, and you do it to keep the project moving. Because no signed change order exists, the contract says you can't charge for it. Over a long project, that unpaid work can add up to a large share of your fee.
What to ask for instead
Sample wording to propose: "A change order may be agreed by email from Client's project contact. If Client directs work that Contractor reasonably identifies in writing as out of scope, and Client does not object within [3] business days, the work will be billed at the rates in Schedule [X]."
2. The client can order changes and set the price
A typical clause might read: "Client may at any time order changes to the Services. Contractor shall promptly perform such changes, and any adjustment to the fee shall be determined by Client in good faith."
Why it works against you
You must do the changed work, but you don't get a say in what it's worth. "Good faith" sounds reassuring, but the client still decides the number. If you disagree, the clause may require you to keep working while you argue about payment.
What to ask for instead
Sample wording to propose: "Contractor will provide a written estimate of the cost and schedule impact of any requested change. Contractor is not required to start changed work until both parties approve the estimate in writing."
3. More work, same deadline
A typical clause might read: "No change order shall extend the Delivery Date unless expressly agreed by Client in its sole discretion."
Why it works against you
Added features or extra deliverables take time. If the deadline stays fixed, a change approved by the client can push you into late delivery, and late delivery may trigger penalties, withheld payment or termination. See liquidated damages clauses explained and termination for convenience clauses explained.
What to ask for instead
Sample wording to propose: "Each change order will state any change to the Delivery Date. Delivery dates are extended automatically by any delay caused by Client's change requests, late feedback or late provision of materials."
4. "Minor changes" at no extra cost, with no definition
A typical clause might read: "Minor changes and revisions requested by Client shall be performed at no additional charge."
Why it works against you
What's "minor" to a client can be a day of work for you. Without a definition or a cap, every request can be argued into this category, and the change order process never kicks in. This is a frequent source of scope creep in design, writing and web projects. See creative services contract red flags and web design contract red flags.
What to ask for instead
Sample wording to propose: "The fee includes [two] rounds of revisions to each Deliverable. Any further revisions, or any change that adds new features, pages or deliverables, is a change requiring a change order."
5. A short window to claim extra payment
A typical clause might read: "Any claim for additional compensation or time must be submitted in writing within five (5) days of the event giving rise to the claim, failing which the claim is waived."
Why it works against you
Short claim windows are common in construction-style contracts and are spreading to other service agreements. If you're busy delivering and miss the window, you may lose the right to be paid for work you actually did. The impact of a change often isn't clear within a few days. How strictly courts apply these deadlines varies by jurisdiction.
What to ask for instead
Sample wording to propose: "Contractor will notify Client of a claim for additional compensation or time within [21] days after Contractor becomes aware of its impact. Late notice reduces a claim only to the extent Client is actually prejudiced by the delay."
6. Changes deemed approved, with open-ended markups (when you're the client)
A typical clause might read: "Change requests submitted by Provider shall be deemed approved if Customer does not reject them within two (2) business days. Changes are billed at Provider's then-current rates plus a 20% administration fee."
Why it works against you
If you're the client, this version lets costs grow without a clear yes from you. A busy week or an email in a spam folder can count as approval, and "then-current rates" can change at any time. See automatic price increase clauses explained.
What to ask for instead
Sample wording to propose: "No change is approved unless Customer signs or confirms the change order in writing. Changes are priced at the rates in Schedule [X], and any change over [amount] requires approval by [named role]."
Also worth a look
Check how the change order process connects to the payment schedule (see contractor payment terms red flags), whether a cancelled change leaves you with a fee for work already done (see kill fee clauses explained), and whether an entire agreement clause means emails agreeing to changes don't count. If the contract lets the other side change the terms on its own, see unilateral amendment clauses explained. For a wider checklist, see freelance contract red flags and agency retainer agreement red flags.
Scan your own contract free
A change order clause can decide whether extra work is paid work. Upload your contract to the ScanMyTerms freelance contract review as a PDF, DOCX, TXT or MD file, photograph it (up to 30 pages), or paste the terms. In about a minute you get a list of clauses that work against you, with the risk level, the exact wording, why it hurts and how to change it. The free preview shows the risk count and the first two findings. The full report is $5 per document.
This page is general information, not legal advice. Contract rules vary by jurisdiction, so for decisions about a specific contract, talk to a qualified lawyer where you live.
Sources
- All clause examples on this page are illustrative and written for this guide. They are not quoted from any real company's contract.