Changes in Scope - Unilateral

Contract Type:
Generic Contract

The Client may instruct the Supplier to change the scope of the Services. Any such change shall be confirmed in writing by the Client. The Supplier shall implement any changes to the scope of the Services as soon as reasonably practicable. If any change to the scope of the Services causes an increase or decrease in the cost of, or the time required for, the performance of the Services, an equitable adjustment shall be made to the Charges and/or the timetable for the Services. Any such adjustment must be approved in writing by the Client before the Supplier performs the changed Services. The Supplier shall not make any changes to the scope of the Services unless and until the Client instructs it to do so in accordance with this Clause.


Here is a plain English explanation of the Changes in Scope - Unilateral clause:

This clause allows the Client to make changes to the scope of the services provided by the Supplier. Any changes must be confirmed in writing by the Client.

The Supplier must then implement the changes as soon as reasonably possible.

If the changes affect the cost or timing of the services, an fair adjustment will be made to the fees and/or schedule. But any adjustment must be approved in writing by the Client first.

The Supplier cannot make any changes to the scope of the services on their own. They can only make changes if and when the Client instructs them to do so in writing, following the process outlined in this clause.

In simple terms, this clause allows the Client to unilaterally modify the scope of services by providing written instructions.

It lays out a process for approving any corresponding cost/schedule adjustments.

History of the clause (for the geeks)

Changes in scope clauses have their origins in construction and engineering contracts in the 19th century, where modifications to project specifications mid-way through delivery were common.

Key aspects of their emergence and evolution include:

- Early English and American case law established parties' rights to agree to reasonable future changes in contracts. This provided flexibility needed in complex projects.

- As construction disputes arose over changes, standardized change order processes developed by the late 1800s. Terms for equitable adjustments to price and time formalized.

- Change order authority expanded beyond construction as service contracts grew. Adaptability was required but cost controls were necessary.

- Over time, change protocols became further ingrained across sectors, balancing mutual modification with structured approvals. Customization for specific contexts also emerged.

- In large enterprises, buyers exerted greater unilateral change control given their bargaining power. Amongst smaller firms, joint change procedures were more common.

- Today change in scope clauses retain similar functions but continue evolving in industries like IT services to meet contemporary needs. Change dynamics differ across contract types.

In summary, changes in scope clauses evolved from the flexible needs of construction into widely adopted contract machinery for balanced, structured modifications.

They remain customized by context but share common principles.