What to Do When the Government Changes Your Contract

By Aron C. Beezley and Owen E. Salyers of Bradley Arant Boult Cummings LLP
Originally published on October 14, 2026

At a Glance

• When a contractor believes the government has changed a federal contract—whether through a formal modification or informal direction—it should not simply absorb costs or perform without first reviewing the governing changes clauses and confirming the direction came from someone with actual authority to bind the government, typically the contracting officer.
• Even unwritten government conduct can amount to a compensable “constructive change,” and contractors should notify the government promptly in writing, since notice requirements (e.g., FAR 52.243-7) and deadlines vary by contract.
• Contractors must document both cost and schedule impacts contemporaneously, generally must keep performing during a dispute (per FAR 52.233-1 and FAR Part 43), and should carefully review any release language before signing a modification.
• Common pitfalls include performing before documenting, assuming only written modifications count, and waiting too long to involve counsel.
• Action item: Upon any suspected contract change, immediately create a contemporaneous written record and send prompt notice to the contracting officer to preserve rights to an equitable adjustment or claim.

Introduction

Government contractors routinely encounter changes after contract award. A contracting officer may issue a formal change order, revise specifications, alter the method of performance, change delivery requirements, or direct work that the contractor believes goes beyond the scope of the original contract. In some situations, the government may take action or provide direction without issuing a formal written modification at all.

When the government changes a federal contract, the contractor should not simply absorb the additional costs or begin performing the changed work without considering its contractual rights. The contractor should promptly determine whether the government has made a compensable change, provide any required notice, document the resulting costs and schedule impacts, and preserve its right to seek an equitable adjustment or pursue a contract claim.

What Should a Government Contractor Do When the Government Changes a Contract?

A contractor that believes the government has changed its contract should generally take five steps: (1) review the contract and applicable changes clauses, (2) determine whether the government has actually changed the scope or manner of performance, (3) provide any required notice promptly, (4) document the cost and schedule consequences, and (5) preserve its rights to an equitable adjustment or contract claim.

The precise requirements depend on the contract type, the applicable clauses, the nature of the government direction, and the facts surrounding the change. Contractors should therefore avoid assuming that every government request creates an entitlement to additional compensation or, conversely, that every change must be performed at the original contract price.

1. Review the contract before responding to the change.

The first step is to identify the contractual authority for the government action. Federal contracts commonly contain changes clauses that establish when and how the government may make unilateral changes and how the contractor may obtain an adjustment to the contract price, delivery schedule, or other affected terms.

For example, FAR 52.243 contains several different changes clauses, including clauses addressing fixed-price contracts, cost-reimbursement contracts, time-and-materials or labor-hour contracts, and construction contracts. The applicable clause depends on the contract and the nature of the procurement.

Contractors should review more than the changes clause itself. The analysis may also require examination of the statement of work, specifications, contract drawings, delivery requirements, incorporated provisions, modifications already issued, and communications from the contracting officer.

A contractor should also determine whether the person providing the direction has authority to modify the contract. Under the FAR framework, only a contracting officer acting within the scope of the contracting officer’s authority may execute a contract modification on behalf of the government. Other government personnel generally may not direct or encourage work that should be addressed through contract modification.

2. Determine whether the government has made a contract change.

Not every instruction from the government is necessarily a compensable change. The key question is whether the government action alters the contractor’s contractual obligations or materially affects the manner, scope, cost, or timing of performance.

A change may be obvious, such as a written modification directing the contractor to perform additional work. Other changes can be less apparent. A government representative may provide an instruction, interpretation, clarification, or direction that effectively requires the contractor to perform differently from what the contract originally required. This can create what is commonly referred to as a constructive change.

When a contractor determines that the government has made or may make a change that is not in writing and is not signed by the contracting officer, the contractor should notify the government in writing as soon as possible. The purpose is to allow the government to evaluate the alleged change and either confirm it, countermand it, or determine that no change occurred. Additionally, to the extent that the direction came from government personnel other than the contracting officer, the contractor should seek direction directly from the contracting officer as they are typically the only government personnel with actual authority to bind the government.

That makes prompt communication particularly important. A contractor that waits until the end of performance to raise an allegedly compensable change may face significant disputes over notice, causation, documentation, and damages.

3. Provide written notice as soon as possible.

Notice is one of the most important protections available to a government contractor facing a potential change. Some contracts contain specific notification requirements. For example, FAR 52.243-7, Notification of Changes, requires prompt written notice when the contractor identifies government conduct that it regards as a change. The clause contemplates notice concerning government actions, inactions, written communications, and oral communications, and it calls for information concerning the nature of the alleged change, the affected work, labor and materials, potential delay or disruption, and estimated adjustments.

A useful change notice should be factual and specific. It should identify what happened, when it happened, who provided the direction, what contract requirement is affected, how performance has changed, and what cost or schedule consequences are reasonably foreseeable. Depending on the contract and circumstances, a useful notice may address:

• The date of the government direction or conduct
• The government personnel involved
• The specific contract provision or work affected
• The nature of the requested or required change
• Additional labor or materials that may be required
• Work that may need to be repeated, discarded, or accelerated
• Potential delay or disruption
• Potential effects on delivery dates and milestones
• The contractor’s preliminary estimate of the price or schedule adjustment
• Information the government needs to provide further direction

The notice does not necessarily need to contain a fully developed damages calculation on day one. However, it should provide enough information to put the government on notice of the potential contractual impact and allow the parties to address the issue before costs and disruption increase.

The exact notice deadline may vary by contract. Contractors should therefore identify the applicable clause and its specific deadline rather than relying on a general assumption about how much time is available.

4. Document the impacts of the change.

• Track the financial impact of the change.

A contractor seeking an equitable adjustment needs evidence showing how the Government action affected performance. The contractor should establish a system for separately tracking costs and impacts associated with the change. Depending on the circumstances, relevant information may include additional labor hours, overtime, materials, subcontractor costs, engineering expenses, equipment costs, rework, discarded materials, acceleration costs, delay, disruption, and extended overhead.

Good documentation can make the difference between a well-supported request for an equitable adjustment and a difficult contract dispute. Contractors should therefore establish cost codes, maintain contemporaneous records, preserve relevant emails and instructions, and document changes to schedules and staffing.

• Evaluate the schedule impact.

Contract changes do not always affect only the contract price. A government-directed change can also increase the time required to perform the contract or disrupt the planned sequence of work.

Contractors should analyze whether the change affects critical activities, staffing, procurement, subcontractor performance, delivery dates, testing, inspections, or other schedule milestones. Schedule impacts should be documented contemporaneously rather than reconstructed months or years later.

The applicable changes clause may permit an adjustment to the delivery schedule in addition to an adjustment to price. For example, FAR 52.243-1 provides for an equitable adjustment when a qualifying change increases or decreases the cost or time required for performance.

5. Keep performing while preserving your rights.

One of the most difficult situations for a contractor is receiving a government instruction that appears to change the contract while the government expects immediate performance. Contractors should be cautious about simply refusing to perform. The applicable contract clauses may require continued performance while the dispute or request for adjustment is being resolved.

For example, FAR 52.233-1, Disputes, generally requires the contractor to proceed diligently with performance while a claim or dispute is pending. FAR Part 43 likewise provides that, after receiving a change order, a contractor generally must continue performance as changed, subject to applicable limitations for certain cost-reimbursement and incrementally funded contracts.

At the same time, continuing performance does not mean that the contractor should silently accept the change at no additional cost. The contractor should communicate its position promptly, provide required notice, track the resulting impacts, and expressly reserve applicable rights when appropriate.

What Comes Next: Deciding Whether to Submit a Change Order, Request for Equitable Adjustment, or Contract Claim

Change orders, requests for equitable adjustment, and contract claims are related but distinct concepts. A change order generally involves the government exercising authority under the contract to direct a change, followed by an adjustment to the contract terms as appropriate.

A request for equitable adjustment, as described above, allows a contractor to prepare a proposal for the contracting officer asking for an increase in contract performance costs due to an unforeseen or unintended circumstance that has arisen. Typically, a contractor will submit a request for equitable adjustment before it submits a formal contract claim to test the waters of its cost claim and maintain its cordial relationship with the agency. Contractors should be aware, however, that there are no timing requirements associated with requests for equitable adjustment and, as such, the government may take as long as it sees fit to consider the request.

A contract claim, by contrast, is a written demand or assertion seeking relief under or relating to the contract. A contract claim triggers certain timing requirements outlined in the Disputes Clause of the contract. Additionally, a contractor claim must generally be submitted in writing to the contracting officer for a decision. Claims exceeding $100,000 generally require certification under the clause. The clause also establishes procedures governing contracting officer final decisions and subsequent appeals or litigation.

The distinction matters because a contractor should not assume that an unresolved request for additional compensation automatically becomes a formal claim without further action. When negotiations are unsuccessful or the government disputes entitlement, counsel can help determine whether and when a formal claim should be submitted.

Preparing an Equitable Adjustment Proposal or a Formal Contract Claim

An equitable adjustment may address additional costs, reduced costs, schedule changes, or other affected contract terms, depending on the applicable clause and circumstances. Contractors should support the proposed adjustment with contemporaneous records and a clear explanation connecting the government action to the claimed impact. Contractors should also tie back the government action to the applicable contract clauses that authorize reimbursement of their additional costs.

The government may require detailed cost or pricing information, and the contract may establish procedures or deadlines for submitting the proposal. Contractors should therefore review the specific contract before preparing the submission.

Contractors should also pay close attention to releases contained in contract modifications. A contractor should understand exactly what rights it is giving up before signing a modification that purports to constitute a complete settlement.

Common Mistakes Government Contractors Should Avoid

Contractors facing a government-directed change should avoid several recurring mistakes:

1. Performing first and documenting later

If the contractor immediately performs additional work without documenting the direction and its potential consequences, establishing entitlement and damages can become substantially more difficult.

2. Assuming only written modifications count

Government conduct can create complicated questions about whether the contract was effectively changed even when a formal modification was not issued. Contractors should promptly evaluate potentially changed requirements and provide any notice required by the contract.

3. Failing to track schedule impacts

A change that appears inexpensive may cause substantial delay or disruption. Contractors should track both financial and schedule consequences from the beginning.

4. Treating every government employee as having authority to modify the contract

Not every government employee has authority to change a contract. Contractors should understand the roles of the contracting officer, contracting officer’s representatives, administrative contracting officers, and other government personnel involved in contract administration.

5. Signing a broad release without reviewing it carefully

A government modification may resolve a change, but contractors should read the entire document before signing it. Particular attention should be paid to language stating that the modification constitutes a full and final equitable adjustment or releases the government from further liability relating to the underlying circumstances. Such language can affect the contractor’s ability to pursue additional compensation later. Additionally, a modification that resolves one issue may contain language affecting other potential claims. Contractors should understand the scope of any release before signing.

Before signing, the contractor should confirm that the modification accurately identifies the work being changed, the agreed price adjustment, any schedule adjustment, and any rights or issues that remain unresolved.

If the contractor believes additional impacts have not yet been quantified, the modification should be reviewed carefully to determine whether those impacts are preserved or released.

6. Waiting too long to involve counsel

When a change is substantial, disputed, or likely to result in a significant claim, early legal review can help the contractor preserve notice requirements, develop the factual record, and avoid inadvertently waiving contractual rights.

7. Waiting till the end of the contract to assert changes

One of the most common mistakes contractors can make is treating a change as an administrative inconvenience rather than a potential contractual issue. Once a change occurs, the contractor should create a contemporaneous record. That record should capture the government direction, the contractor’s response, the affected work, the resulting costs, scheduled consequences, and communications with the government.

Early documentation also gives the parties an opportunity to resolve the issue before it becomes more expensive. Federal acquisition rules contemplate timely negotiation of equitable adjustments resulting from change orders and appropriate analysis of the resulting costs.

Frequently Asked Questions About Government Contract Changes

• Can the government change a federal contract after award? Yes. Federal contracts commonly contain changes clauses that authorize certain unilateral changes within the scope of the contract. The government’s authority and the contractor’s right to an equitable adjustment depend on the contract terms, applicable FAR clauses, contract type, and nature of the change.
• Is a contractor entitled to more money when the government changes the contract? A qualifying change that increases the contractor’s cost or time required for performance may support an equitable adjustment. The applicable contract clause determines the relevant requirements and procedures.
• What is a constructive change in a government contract? A constructive change generally refers to government conduct that effectively changes the contractor’s contractual obligations without following the formal change process contemplated by the contract. Contractors should promptly document the conduct and provide any notice required by the contract.
• Can a government contracting officer require a contractor to perform a change before the price is agreed? In appropriate circumstances, the government may issue a unilateral change and address the resulting equitable adjustment afterward. Federal acquisition rules contemplate unilateral change orders and subsequent resolution of the resulting equitable adjustment.
• What happens if the government and contractor cannot agree on the amount of an adjustment? The contractor may have the option to submit a formal contract claim to the contracting officer under the Contract Disputes Act and applicable contract clauses. FAR 52.233-1 (the Disputes clause) establishes procedures for submitting and resolving such claims, including certification requirements for claims exceeding $100,000.
• How long does a contractor have to submit a government contract claim? Under FAR 52.233-1, a contractor claim generally must be submitted in writing within six years after the claim accrues, unless the contract provides otherwise. Contractors should not rely on that outer limitation, however, because individual contracts may impose earlier notice or proposal requirements that can affect entitlement.

Key Takeaway for Government Contractors

When the government changes a federal contract, the safest approach is to treat the change as a potential contractual event from the outset. Review the applicable contract clauses, determine whether the government has altered the required performance, provide timely notice, continue performance as required, document the cost and schedule consequences, and carefully preserve the contractor’s rights.

The details matter. A change that appears minor at first can create substantial cost, delay, disruption, or scope issues over the course of contract performance. Contractors that identify and document those issues early are better positioned to evaluate an equitable adjustment, negotiate with the government, and pursue a formal claim if necessary.

Because the rights and notice requirements can vary significantly based on the contract and the facts, contractors should consider obtaining legal advice promptly when a government-directed change could materially affect contract price, performance, schedule, or scope.

 

Aron C. Beezley is the co-leader of Bradley’s nationally-ranked Government Contracts Practice Group. He was named the Law360 “MVP of the Year” for Government Contracts in 2025 and is nationally recognized for his government contracts practice by Chambers USA, Law360, Benchmark Litigation, and Super Lawyers. Beezley’s experience includes representation of government contractors in numerous industries and in all aspects of the government-contracting process, including negotiation, award, performance, and termination. He can be reached at abeezley@bradley.com or 202.719.8254.

 

Owen E. Salyers is an Associate in Bradley’s Construction and Government Contracts Practice Groups. He advises clients on all aspects of the government procurement cycle, including proposal assembly, bid protests, contract administration and compliance assistance, internal investigations, dispute avoidance, claim preparation and management, and dispute resolution. Salyers can be reached at osalyers@bradley.com or 704.338.6142.

 

Republished with permission. The article, “What to Do When the Government Changes Your Contract,” was originally published on GovCon Source by Bradley Arant Boult Cummings LLP. Copyright 2026.