Vendor & SI · Change control
The change order autopsy
Three change orders taken apart on the table: what triggered each one, what it cost, and the clause that would have stopped it. Then check your own SOW against the same eight tells.
A change order is rarely a surprise to the vendor, and that's the part buyers get wrong. Most of the change orders I've watched land on steering committee tables were foreseeable at signature, and some were structured at signature. The work was always going to be needed. The only question was whether it would be priced into the deal while you had leverage, or sold to you later when you had none.
The three cases below come from real programs. Two are from the field, anonymized and rounded. The third is from the public record of an ERP lawsuit.
Case 01
The appendix that was always going to bill you
Foreseeable, essential work. The program was always going to reach testing and need this support.
It sat in the original SOW the whole time, detailed and effectively priced.
“As originally outlined” means the scope existed at signature.
Billed as a change, for work everyone knew was coming.
Preventable at signature
Findings
The setup
A fixed-fee deployment. Testing support was written into the original SOW as a separate "guided test services" appendix: described in detail, effectively priced, and deliberately held out of base scope.
The trigger
Months in, the program hit the test phase and needed exactly that support. The appendix was activated through a change order.
The invoice
Roughly $90,000. The change-order reason field said the deliverables were "now in scope as originally outlined" in that appendix. Nothing improper occurred. The foreseeable, essential work of testing had been structured from day one to convert into a paid change later.
The clause that would have stopped it
Before signing, walk every appendix and assumption and ask whether it's foreseeable work structured to become a change order. Anything essential moves into base scope. Anything genuinely optional gets pre-priced with a fixed cap, so predictable work can't be sold to you twice.
Verdict: preventable at signature. The tell was visible in the structure of the document: detailed, priced-ready scope sitting outside the base fee.
Case 02
The last mile of data
Their conversion consultants sat idle, still billing.
The assumptions section put cleansing on the client.
Priced when the client had nowhere else to go.
A second invoice from the same assumption.
The most predictable
Findings
The setup
The SOW gave the vendor "data conversion." Read closely, the vendor owned only the last mile: loading files the client delivered. Cleansing and remediation stayed with the client, buried in the assumptions section.
The trigger
In practice 10 to 20% of legacy data typically needs business remediation before it will load. The client team found this out mid-conversion, behind schedule, with the SI's conversion consultants idle and billing.
The invoice
Remediation support was sold back on time-and-materials at the moment of maximum desperation. A schedule-delay change order followed when integrated testing surfaced the data issues the client now owned.
The clause that would have stopped it
Define conversion ownership end to end: profiling, cleansing rules, mock conversions with exit criteria, load, reconciliation. If the vendor owns loading only, price the remediation support in base scope now, at rate-card prices, and strike any assumption that converts client-owned data work into schedule-delay change orders.
Verdict: the most common change order in ERP, and the most predictable. If your SOW says "client provides clean data," you've already bought this change order; the invoice just hasn't arrived.
Case 03
Fifty-one change orders
Fixed fee is supposed to put execution risk on the vendor.
Each one billed work the narrow scope left out.
Damages claimed in the lawsuit: more than $172M.
Invoiced 51 times
Findings
The setup
From the public record. A manufacturer signed a $69M implementation with a major integrator. The deal was fixed fee, which on paper shifts execution risk to the vendor.
The trigger
Vendors claw fixed-fee risk back two ways: they define scope narrowly and bill everything outside it, or they pad the bid with contingency. Here the narrow scope definition did the work, one change order at a time.
The invoice
51 change orders totaling $23M, taking the program to roughly $94M. Go-live slipped five times over eighteen months. The customer ultimately claimed damages exceeding $172M in litigation.
- Signed, fixed fee$69M
- 51 change orders$23M
- The program, roughly$94M
- Damages claimed, more than$172M
The clause that would have stopped it
Define precisely what counts as a change order, price every change against a rate card negotiated before work begins, and make the SI absorb the cost of its own estimating errors and omissions. A count threshold helps too: past an agreed number of change orders, executive review triggers automatically on both sides.
Verdict: one contract structure, invoiced 51 times.
Check your own SOW: the 8 tells
You can check every one of these before signature, from the document alone. Tick what's true of the SOW in front of you.
Change order exposure checkBefore signature
What to do with one that's already on your desk
The sequence is short. First, test the change order against the original SOW yourself before anyone negotiates price. A surprising share of change orders describe work the base scope already covers, once you read the base scope as carefully as the vendor did. Then price it against the rate card, not against a fresh quote. Then ask the question that changes the conversation: was this foreseeable at signature, and if so, why is it a change?
On paper the change-control board handles all this. In practice the board approves what the program manager brings it, which is why the review has to happen before the request reaches the agenda.
Each invoice had a clause that would have stopped it
Every ambiguity in a signed SOW resolves in the vendor's favor. That's why change-order discipline comes down to drafting decisions you make before you sign, and why each of the three cases above maps to one.
| Case | Cost | The clause |
|---|---|---|
| 01The appendix | ~$90K | Essential work goes into base scope. Optional work is pre-priced with a fixed cap. |
| 02The last mile of data | T&M, open-ended | Conversion ownership defined end to end, with remediation support priced in base scope. |
| 03Fifty-one change orders | $23M | A precise definition of a change, a pre-negotiated rate card, and the SI absorbing its own estimating errors. |
Where 9Nation fits
I review SOWs and live change orders for buyers: the appendix walk, the assumptions rewrite, and the rate-card structure, done before signature while you still have leverage. The full negotiation guide is free at Negotiating with your System Implementer, and the defense sheet below travels well into a steering committee.
Put independent eyes on your program.
If you're betting tens of millions on an ERP program, a candid second opinion is the cheapest insurance you'll buy.