Common use of Changes to Scope of Work Clause in Contracts

Changes to Scope of Work. Buyer shall have the right, at any time and from time to time, to request changes in the scope of any Service or Item (each, a “Change”) in accordance with this Section 4.5. Such Changes may include, without limitation: (i) performing significant additional work or providing significantly more or different materials than called for in the applicable SOW; (ii) omissions or deletions of any part(s) of the Services or Item; or (iii) revisions in the drawings, designs, or Specifications, method or shipping or packing or the place of delivery. In the event that Supplier determines that a requested Change requires an adjustment to the Fees for the applicable Service or Item, Supplier shall, promptly upon receipt of the request for such Change from Buyer, furnish to Buyer a Change Order Form substantially in the form attached hereto as Exhibit B, setting forth in detail the Change and Supplier's fixed and firm proposed adjustment to the Fees resulting from such Change. The Change and proposed adjustment to Fees set forth in the Change Form Order shall only become effective upon execution of the Change Form Order by a duly-authorized representative of Buyer, in which case the signed Change Form Order shall be deemed an amendment to the applicable SOW and shall constitute final settlement on all terms of the Change set forth in the Change Form Order. Notwithstanding anything to the contrary herein, if the Parties cannot agree on the terms of any Change as contemplated by subsection (b), Buyer may nonetheless order Supplier to proceed with the Change and, in such case, the applicable Fees shall be: (i) increased only for significant additional work outside the Specifications of the Service or Item in an amount equal to Supplier's reasonable and necessary additional costs, if and to the extent Supplier can prove such additional costs; and/or (ii) reduced for omissions or deletions of any part(s) of the Service or Item in an amount proportional to the omission or deletion to the overall Service or Item. In no event shall Supplier be entitled to any compensation from Buyer related to, resulting from, or arising out of any Change other than as expressly provided in this Section 4.5.