Define: Change Request
A Change Request is the formal document a party submits when it wants to make a Material Change to a contract, prepared and processed in accordance with the agreed Change Procedure. It typically describes the proposed change, its impact on price, timing, or scope, and triggers a review process before the change is approved or rejected.
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What Change Request Means in a Contract
A Change Request is the mechanism by which one party formally proposes a Material Change to the terms, scope, or performance of a contract. Rather than allowing informal emails or verbal agreements to alter binding obligations, well drafted contracts channel any proposed amendment through a defined Change Request process, often set out in a dedicated schedule such as a Change Procedure. This ensures that changes are documented, evaluated, and agreed by both parties before they take effect.
The concept is common in long term commercial arrangements, particularly technology, construction, and outsourcing contracts, where the scope of work evolves over time. A Change Request is not itself a variation of the contract, it is the request that initiates the process leading to a variation. Only once the request is reviewed, costed, and formally accepted does it become binding.
This distinction matters because it separates the act of asking for a change from the act of agreeing to one. Many disputes arise when parties conflate the two, assuming that raising a request automatically obligates the other side to comply.
How Change Request Is Defined or Measured
In most agreements, a Change Request is defined by reference to a specific procedure, commonly labeled a Change Procedure or Change Control Procedure, contained in a schedule to the main agreement. This schedule sets out the required contents of a valid request, such as a description of the proposed change, the reason for it, and its anticipated effect on price, timescales, deliverables, or risk allocation.
The definition typically ties the Change Request to the concept of a Material Change, meaning the process is reserved for changes of genuine significance rather than minor administrative adjustments. Contracts often specify thresholds, such as a change in cost above a stated amount or a change affecting a key deliverable, to determine when the formal procedure must be used.
- A written description of the proposed change and its rationale
- An assessment of impact on price, schedule, resources, or risk
- A defined review period and approval mechanism
- A record of acceptance, rejection, or negotiation of the request
Some contracts also measure Change Requests by volume or frequency, using them as a metric for relationship management or as a trigger for renegotiation if requests exceed an agreed number within a given period.
Where Change Request Appears in Agreements
Change Request provisions are most frequently found in supply, technology, construction, and services agreements where the scope of work is expected to evolve. They appear in schedules dealing with governance, change management, or variation procedures, and are frequently cross referenced from the main body of the agreement wherever scope, price, or timelines are discussed.
The clause is closely linked to broader Relevant Circumstances
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