Change order versus amendment

OctoDoc, the signing system of record, files a change order and an amendment as two instruments with two different parents. The the published Professional Services Agreement, a standard form released under CC BY 4.0, draws the line on its Cover Page. The block of SOW fields opens "The key business terms of this SOW are as follows:" and covers Services, Deliverables, Fees, Payment Period and the SOW Term. The block of agreement fields opens "The key legal terms of this Agreement are as follows:" and covers the Effective Date, Governing Law and the General Cap Amount. A change order revises the first block. An amendment revises the second.

That form also supplies a separate route for each. Its Change Orders clause reads: "Provider or Customer may amend any SOW by entering a Change Order." Its modifications clause reads: "Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. However, this does not limit Provider’s or Customer’s ability to update an SOW by following the Change Order procedures." The carve-out in that second sentence is the whole distinction in one line: the Change Order route is offered for the SOW and withheld from the Agreement.

The split decides three mechanical things: which document identifier the new file references, which clause set the new file revises, and which named signing authority the file is routed to. Papering one as the other does not change the words on the page. It changes who signed them.

This page describes a class of instrument. It is not a substitute for the advice of an attorney.

Under the published form both instruments require written assent from both parties. The Change Orders clause continues: "However, a Change Order will not be binding until Provider and Customer agree in writing on the Change Order." The modifications clause asks for the same of an agreement change — in writing, signed or electronically accepted by each party. What differs between the two is not whether both sides assent. It is which signing authority the parent names.

Some commercial change-control clauses add a currency cap and name a lower signing authority beneath it, so that a two-day scope change is signed by the delivery lead on each side and a larger one escalates. That is a drafting addition: the published form supplies no such cap, and where no cap has been drafted there is no delegated route to travel.

An amendment is routed instead to whoever the agreement names in its execution block or its notices clause, because it revises the instrument that named them. the published standard describes the instrument the same way: "An amendment allows the parties to a contract to change an existing agreement." and "In contrast, an amendment preserves the original contract while updating discrete parts."

The Federal Acquisition Regulation uses the same two words for a different pair of instruments, and the difference is worth stating plainly. A FAR change order is not a two-signature document. FAR 43.201 reads: "Generally, Government contracts contain a changes clause that permits the contracting officer to make unilateral changes, in designated areas, within the general scope of the contract." FAR 43.103 defines the type: "A unilateral modification is a contract modification that is signed only by the contracting officer." The two-signature instrument is the other one — "A bilateral modification (supplemental agreement) is a contract modification that is signed by the contractor and the contracting officer."

The order of operations follows from that. FAR 52.243-1, the fixed-price Changes clause, states: "Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed." The change order moves the work while the price is still open; the negotiated supplemental agreement that follows moves the paper.

Neither instrument is reserved to the contracting officer alone. FAR 43.202 reads: "Change orders shall be issued by the contracting officer except when authority is delegated to an administrative contracting officer (see 42.202(c))." FAR 42.302 lists, among the functions a contract administration office performs only when specifically authorized: "Negotiate or negotiate and execute supplemental agreements incorporating contractor proposals resulting from change orders issued under the Changes clause." Both the unilateral order and the bilateral agreement are delegable under the FAR.

Clause text quoted from published standard agreements, licensed under CC BY 4.0.

The reference mark set for a two-signer change order is six marks: signature, printed name and date for each signer. The reference set for an amendment is nine — the same six, plus an initial from each party on the amended-and-restated section, plus the amendment sequence number filled once by the drafting party. That last mark exists because the published standard records sequential numbering as the common way to keep multiple amendments to one contract apart.

Those three extra marks explain why the reference forms use different routing practice. An initial that lands on a section the other party then revises refers to text that no longer exists, so an amendment is commonly routed sequentially while a change order may be routed in parallel. OctoDoc v1 notifies signers only in the sender's sequential order. A sent file stays sequential. The record then shows which version of the clause each party initialled.

The structural failure is a change to an agreement-level legal term papered as a change order, because the conversation started inside a project.

The published form is explicit about which terms sit where. The General Cap Amount — the form's limitation-of-liability figure — and Governing Law are in the block introduced "The key legal terms of this Agreement are as follows:". Fees, the Payment Period, the SOW Term and the Deliverables are in the block introduced "The key business terms of this SOW are as follows:". A revision to the cap has no SOW field to attach to.

Routed as a change order anyway, the file travels to whoever the change-control route names — a delivery lead, where a currency cap has been drafted — and it seals. The record of signing shows that the party who bound the altered cap was the engagement principal, not the signing authority the agreement names, because each signer's stated capacity travels with the certificate.

A sender uploads either document, adds the parties and roles in signing order, places every mark, and confirms the exact page view. OctoDoc then notifies each signer in that sequence. Nothing is bound until that human confirmation reaches the sealing path. OctoDoc does not infer the parent statement of work or amendment metadata in v1.

Asking a supported factual question returns one exact canonical passage and its page. "Which clause does this change?" returns the matching section when the deterministic ranker can ground it, or a refusal when it cannot. V1 generates no paraphrase and paints no rectangle.

When the file seals, OctoDoc returns the digitally signed PDF, and anyone can check its digest at /verify with no account. The terminal proof file packages the seal, the ledger, and the anchoring evidence.

Nobody wants to manage signing across several tools. Upload a PDF or Word file, or choose a reusable PDF form; ask cited questions, prepare fields, send it for signatures, and keep the result in one account.

Anyone can check a sealed file with no account.

Fifty sends a calendar month on the paid plan, and every one of them seals.