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 Common Paper 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 Common Paper 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 Common Paper 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. Common Paper 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 Common Paper standard agreements, © Common Paper, licensed under CC BY 4.0.

OctoDoc's default mark set for a two-signer change order is six marks: signature, printed name and date for each signer. The default 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 Common Paper records sequential numbering as the common way to keep multiple amendments to one contract apart.

Those three extra marks drive the default routing order. An initial that lands on a section the other party then revises refers to text that no longer exists, so OctoDoc routes an amendment sequentially by default and a change order in parallel. 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 Common Paper 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. In the post-v1.0 evidence design, a proof file would record that the party who bound the altered cap was the engagement principal, not the signing authority the agreement names.

Dropping either document into the counter produces a proposed party set, roles, routing order and marks on one confirm screen. For a change order, the parent SOW identifier is read off the first page and surfaced as a fact; for an amendment, the agreement title, effective date and amendment number are. Nothing is bound until a human confirms it — a proposed mark is never authoritative and never reaches the sealing path.

Asking the file a question resolves to a page and a rectangle. "Which clause does this change?" on an amendment returns the amended-and-restated section itself, not a paraphrase. The same question on a change order returns the SOW line being revised.

When the file seals, v1.0 returns the digitally signed PDF in OctoDoc. A post-v1.0 proof file is designed to carry the identifier of the parent it referenced and the identity of every party for no-account public verification; that evidence feature is not available in v1.0.

Nobody wants to read the contract. OctoDoc is being built so you do not have to: write a document from a prompt, ask plain-language questions about the one you were sent, and keep every one of them in a single place instead of four accounts and an inbox.

Anyone can check a sealed file with no account.

Unlimited human sends on the paid tier.