FAR 52.243-7—Notification of Changes.
Plain-English Summary
FAR 52.243-7, Notification of Changes, is a contract administration clause designed to get potential changes identified and resolved quickly before they turn into larger cost, schedule, or performance disputes. It covers the definition of a Contracting Officer versus a specifically authorized representative (SAR), the contractor’s duty to give prompt written notice when it believes Government conduct has changed the contract, the required contents of that notice, the contractor’s duty to keep performing while the issue is being sorted out, the Government’s duty to respond in writing, and the rules for equitable adjustments when a change is confirmed. It also addresses alleged acceleration, defective drawings/designs/specifications, and the Government’s right to direct disposition of obsolete or excess property created by a change. In practice, this clause is meant to preserve performance continuity while creating a formal paper trail so the parties can decide whether the Government action was actually a change and, if so, how price, schedule, and other terms should be adjusted. It is especially important because failure to give timely notice or to continue performance can limit or eliminate recovery for added cost or time.
Key Rules
Only CO can authorize changes
A Contracting Officer is the only Government official whose actions can bind the Government under this clause; a representative is not a Contracting Officer unless specifically designated as a SAR in writing. Any SAR authority must be written, copied to the contractor, and issued before the SAR acts under that authority.
Prompt notice of suspected changes
The contractor must notify the Administrative Contracting Officer in writing promptly, within the negotiated number of calendar days after identifying Government conduct it regards as a change. The clause is triggered by Government actions, inactions, and written or oral communications, unless the conduct was already identified as a change in a writing signed by the Contracting Officer.
Notice must be detailed
The contractor’s notice must describe the date, nature, and circumstances of the conduct; identify the Government and contractor personnel involved; identify documents and summarize oral communications; explain any alleged acceleration; and state the affected work, labor/material impacts, delay and disruption, estimated adjustments, and the time needed for the Government to respond to minimize disruption.
Continue performance during dispute
After giving notice, the contractor must diligently continue performance to the maximum extent possible under its own construction of the contract. If the direction came from the Contracting Officer or a SAR, the contractor still must continue performance, but may preserve its rights by giving notice if it believes the direction is a change.
SAR communications must be written
All directions, communications, interpretations, orders, and similar actions by a SAR must be reduced to writing promptly, with copies furnished to both the contractor and the Contracting Officer. The Contracting Officer must promptly countermand any SAR action that exceeds the SAR’s authority.
Government must respond in writing
The Contracting Officer must respond within the negotiated number of calendar days after receiving the notice. The response must confirm the change, countermand the communication, deny that a change occurred, or request more information and set deadlines for the contractor’s supplemental submission and the Government’s later response.
Equitable adjustment follows confirmed change
If the Contracting Officer confirms a change and it increases or decreases cost or time, the contract must be equitably adjusted in price, schedule, and any other affected provisions by written modification. For defective Government-furnished drawings, designs, or specifications, the adjustment includes reasonable delay and cost incurred before the defect was or should have been identified.
No recovery for notice or performance failures
The clause expressly bars recovery of increased costs or time extensions caused by the contractor’s failure to give the required notice or to continue performance as required. This makes compliance with the clause a condition to preserving entitlement to an adjustment.
Responsibilities
Contractor
Monitor Government actions, inactions, and communications for potential changes; give prompt written notice to the Administrative Contracting Officer within the negotiated time period; include the required factual and impact information; continue performance diligently while the issue is being resolved; and preserve evidence supporting any equitable adjustment, including acceleration, disruption, defective specifications, and cost/schedule impacts.
Contracting Officer
Ensure only properly designated SARs act on the Government’s behalf; promptly respond in writing to contractor notices; confirm, deny, countermand, or request more information as appropriate; direct further performance when needed; countermand SAR actions that exceed authority; and issue written contract modifications when a change is confirmed and an equitable adjustment is due.
Specifically Authorized Representative (SAR)
Act only within the written authority delegated by the Contracting Officer; ensure directions, communications, interpretations, orders, and similar actions are promptly reduced to writing; and provide copies to the contractor and Contracting Officer. The SAR must not exceed the scope of delegated authority.
Administrative Contracting Officer (ACO)
Receive the contractor’s notice under the clause and manage the administrative process for evaluating the alleged change, coordinating with the Contracting Officer as needed, and supporting timely resolution and documentation.
Agency / Government
Use the clause to maintain clear lines of authority, document communications that may affect contract performance, and resolve change issues quickly so performance continues without unnecessary disruption or unpriced work.
Practical Implications
This clause is a notice-and-preserve-rights mechanism: contractors should treat any Government action that might alter scope, sequence, timing, or method of performance as a potential change and document it immediately.
The biggest pitfall is missing the notice deadline or giving vague notice. If the contractor cannot tie the event to specific impacts, it may lose leverage or even entitlement to added cost or time.
Contractors should not assume oral directions from a COR, program office staff, or even a SAR are automatically binding unless authority is properly delegated and documented; at the same time, they should keep performing while they seek clarification.
For Government personnel, the main risk is informal direction outside authority. If a COR or other official directs work without proper delegation, the Government may still face disputes, and the Contracting Officer should promptly clarify or countermand unauthorized actions.
When defective specifications or acceleration are involved, the contractor should capture contemporaneous records of delay, disruption, labor inefficiency, rework, and material waste, because those are often the hardest elements to prove later.
Official Regulatory Text
As prescribed in 43.107 , insert the following clause: Notification of Changes (Jan 2017) (a) Definitions. "Contracting Officer," as used in this clause, does not include any representative of the Contracting Officer. "Specifically Authorized Representative (SAR)," as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this paragraph and shall be issued to the designated representative before the SAR exercises such authority. (b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing promptly, within ______ (to be negotiated) calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state- (1) The date, nature, and circumstances of the conduct regarded as a change; (2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct; (3) The identification of any documents and the substance of any oral communication involved in such conduct; (4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; (5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including- (i) What line items have been or may be affected by the alleged change; (ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change; (iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change; (iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and (6) The Contractor’s estimate of the time by which the Government must respond to the Contractor’s notice to minimize cost, delay or disruption of performance. (c) Continued performance. Following submission of the notice required by paragraph (b) of this clause, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in paragraph (b) of this clause, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing promptly and copies furnished to the Contractor and to the Contracting Officer. The Contracting Officer shall promptly countermand any action which exceeds the authority of the SAR. (d) Government response. The Contracting Officer shall promptly, within _____ (to be negotiated) calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either- (1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; (2) Countermand any communication regarded as a change; (3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or (4) In the event the Contractor’s notice information is inadequate to make a decision under paragraphs (d)(1), (2), or (3) of this clause, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond. (e) Equitable adjustments. (1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor’s cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made- (i) In the contract price or delivery schedule or both; and (ii) In such other provisions of the contract as may be affected. (2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractor’s failure to provide notice or to continue performance as provided, respectively, in paragraphs (b) and (c) of this clause. Note: The phrases "contract price" and "cost" wherever they appear in the clause, may be appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations thereof. (End of clause)