Common use of Changes to Work Orders Clause in Contracts

Changes to Work Orders. Changes in any Work Order shall become effective only when a written change request is executed by authorized representatives of both parties. Either party may propose to reduce, alter, amend, enhance, or add to the scope or nature of the Services to be performed under any Work Order or to modify the time or place of performance thereunder. If either party proposes change in the Services to be provided under any Work Order, such party will provide a written change to the Work Order to the appropriate representative of the other party. The request must be clearly identified as a proposal or request for a change to the Work Order and provide information regarding the change comparable to the detail originally included in the applicable Work Order, including a description of the anticipated impact on the Services to be performed. If either party proposes a change (“Requestor”), then within ten (10) days after the other party’s receipt of the proposal from the other party (“Requestee”), Requestee will advise Requestor of pricing or other terms that Requestee believes will be affected by the proposed changes. Only a material change may result in a pricing change. If the proposed terms are not acceptable to both parties, parties will endeavor to agree upon appropriate and mutually agreeable changes in price, timing or other terms associated with the Change Order. If InnerWorkings and ServiceMaster cannot agree upon such changes within thirty (30) days after receipt of the notice of proposed changes from ServiceMaster, the Services will continue with no change. InnerWorkings agrees to act in a commercially reasonable manner with regard to terms it requires for any proposed change and ServiceMaster agrees to act in a commercially reasonable manner with regards to the proposed pricing changes. Neither party will be obligated to agree to any change in the Services. This section merely sets forth the manner in which such changes may be accomplished, but each party agrees to act in good faith with respect to changes proposed by the other. InnerWorkings may not decline to accept any change requests that reduce the cost of performance, provided that an equitable adjustment in compensation is made for the out-of-pocket costs and margin of any performance or preparation already undertaken. Further, InnerWorkings may not decline any change requests that increase the cost or magnitude of performance, provided that the changes are reasonable in scope and a commensurate increase in compensation is fixed.