52.243-7
Notification of Changes
Prompt, detailed notification of perceived contract changes is essential to protect contractor rights to equitable adjustments and avoid disputes.
Overview
FAR 52.243-7, Notification of Changes, establishes a formal process for contractors to promptly notify the Government of any conduct they believe constitutes a change to the contract. This clause is designed to ensure that both parties are aware of potential changes, enabling timely resolution and minimizing disputes over contract modifications. It outlines the requirements for written notification, the information that must be included, the contractor’s obligation to continue performance, and the Government’s responsibility to respond and, if appropriate, authorize equitable adjustments.
Key Rules
- Notification Requirement
- Contractors must promptly notify the Administrative Contracting Officer in writing if they believe any Government conduct (actions, inactions, or communications) constitutes a change to the contract. The notice must be submitted within a negotiated number of calendar days and include detailed information about the alleged change.
- Continued Performance
- Contractors are required to continue performance under the contract as interpreted, unless directed otherwise by the Contracting Officer or a Specifically Authorized Representative (SAR). All SAR directions must be documented in writing.
- Government Response
- The Contracting Officer must respond in writing within a negotiated timeframe, either confirming, countermanding, or denying the alleged change, or requesting additional information.
- Equitable Adjustments
- If a change is confirmed, the contractor is entitled to an equitable adjustment in contract price, schedule, or other affected provisions. Adjustments are not granted if the contractor fails to provide timely notice or continue performance as required.
Responsibilities
- Contracting Officers: Must respond promptly to contractor notifications, confirm or deny changes, and authorize equitable adjustments when appropriate.
- Contractors: Must provide detailed, timely written notice of any perceived changes and continue performance as required.
- Agencies: Must ensure SARs are properly designated and that all communications are documented and within authority.
Practical Implications
- This clause helps prevent misunderstandings and disputes over contract changes by requiring clear, documented communication. Contractors must be vigilant in identifying and reporting potential changes, and failure to comply can result in loss of entitlement to adjustments. Timely and thorough documentation is critical for both parties.