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Help Guide

A contract amendment will help you quickly modify, delete, or add terms to a prior agreement. This help guide will clarify how to complete your amendment.

Amendments

Here you will identify the exact language that you wish to change. Include the exact section number and/or letter if one is available. For instance, if you only wish to amend Section 3(b) and not any of the other subsections under Section 3, then be sure to specify that subsection and only discuss the relevant changes.

Also, be sure to clarify exactly how you are amending the language. If you are only changing one sentence in the section you identify, then explain whether you are only changing that sentence and whether the rest of the section should be considered deleted from the original agreement. For instance, you might enter, "The first sentence of Section 3(b) is amended to read..."

Additional Terms

If you simply want to add additional language to your original agreement and do not want to amend any specific clause section, then you will enter these new terms on this step. Be sure to enter these additional terms exactly how you would want them to appear in the original agreement, being as specific and detailed as possible.

If you want to incorporate an additional document into the original agreement, then you may do this under this step as well. Simply identify the document as specifically as possible and have all parties sign and date the document.

Executing Your Amendment

To execute your contract amendment, simply have the parties sign and date where indicated. If you choose to include a notary, then the parties should wait to sign until they are in the presence of the notary. Every party signing should receive a copy of the fully executed agreement for safekeeping.

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Frequently Asked Questions

What is a contract amendment?

Any type of contract can be changed by using a contract amendment. An amendment to an existing contract is a separate legal document that changes the terms of an existing contract by adding, removing, or changing the obligations or benefits provided under that existing agreement. All parties to a contract must normally agree to the amendment.

Using a contract amendment is a way to save time and money by changing specific provisions of an existing contract rather than starting from square one and renegotiating all of the contract’s terms and provisions.

Is a change to a contract prior to signing considered a contract amendment?

Modifying terms to a contract before it is executed (signed) is technically not an amendment to that contract. When a contract is being signed for the first time and the parties notice something relatively minor that needs to be changed (such as a typo), those changes can generally be made on the agreement by striking through and initialing the change.

However, striking and handwriting changes to any of the material terms of the agreement could render the entire agreement unenforceable; that method of making changes should only be used for minor, non-material edits or clarifications.

A contract amendment generally refers to changes to the terms of an agreement when such changes are made after the contract has already been legally executed.

Why would a contract amendment be used instead of entering into a new contract?

When a contract is amended through the use of a contract amendment, the parties are generally seeking to modify one or more specific provisions of the agreement but are otherwise happy with the terms they previously negotiated.

A contract amendment provides a cost-effective way to change specific areas of an existing contract without disturbing other provisions that are presumably working well.

What contracts can be amended?

Unless the terms of the contract specifically prohibit modifications, virtually any type of legal agreement can be changed through a contract amendment.

Common types of contracts that can be amended by using a contract amendment include general partnership agreements, non-compete agreements, consulting services agreements, non-disclosure agreements, LLC operating agreements, sales contracts, and confidentiality agreements.

What information is needed in order to amend an existing contract?

When creating a contract amendment, you will need to have some basic information, including the following:

  • The name or title of the existing contract or agreement
  • The original effective date of the contract
  • Whether the contract was previously amended and, if so, the dates of all previous amendments
  • The names of the parties to the contract
  • Consideration for the amendment. This means that the amendment must provide each party with payment or some other benefit that induces it to enter into the agreement.
  • If the existing contract includes a provision specifically authorizing amendments, the contract amendment will generally refer to that provision.
  • The changes to be made to the contract. This section should be as specific and detailed as possible, referring to the relevant paragraph or section number from the original contract if changing or deleting language that is currently in the contract.
  • A statement that says that the parties agree that, unless specifically identified in the contract amendment they are signing, all of the other terms and conditions of the original contract (as previously amended, if applicable) remain in full force and effect.
  • The titles of the people representing all parties (the people signing the agreement)
  • The signatures of the parties to the contract amendment (or their legal representatives, as is often the case in business contracts and contract amendments)

Why is it important to formalize changes in a contract amendment?

It is very common for parties to later agree to change the terms of an existing legal agreement.

Sometimes, particularly in informal business arrangements where the parties have both a business relationship and a personal relationship, there is a tendency to assume that all of the parties understand the changed terms.

Unfortunately, situations and relationships can change over time. If the parties never updated the original contract using a contract amendment to reflect the changed terms, and now one of the parties is not upholding its contractual obligations, the other party will likely be fighting an uphill battle in court to try to enforce the agreement.

A contract amendment serves to provide written documentation of the changed terms. When handled well, contract amendments can actually help strengthen the relationship between the parties by providing clear and unambiguous terms to govern the agreement.

What types of contract terms can be changed through a contract amendment?

Parties to a contract may agree to execute a contract amendment at any time to change any of the underlying terms of a contract they previously executed.

One of the most common reasons for amending an existing contract is simply to extend the length of time that the contract will last. Another common reason to amend a contract is to change the reference to which state’s or jurisdiction’s laws will govern enforcement of the contract’s terms (generally referred to as the “Governing Law” provision).

Contract amendments may also be used to change payment or delivery terms, to change the quantity of goods or a description of services to be provided under the agreement, or for any other provision all parties agree should be changed.

How do I amend a contract?

When parties to an existing contract want to amend its terms, it is important to first identify all provisions that should be amended, added, or removed from the contract.

Identify the changes as clearly and concisely as possible. All parties to the original contract should have an opportunity to review the amended terms prior to signing a contract amendment.

Amending an existing contract is fast and easy using LegalNature’s contract amendment. Simply follow the step-by-step guidance, answering questions and providing information about the existing agreement and the changes being made to it, to produce your contract amendment in a matter of minutes.

Does an amendment replace the current contract?

An amendment is simply a change to an existing contract and generally does not replace the original document. After executing a contract amendment, the amendment should be maintained with the underlying agreement.

In certain circumstances, a contract amendment may completely restate the terms of the original contract; however, complete restatements and amendments are relatively rare. Most contract amendments change only certain terms or conditions of an existing contract, leaving the other provisions in place.

Does a contract amendment need to be in writing?

In order to be valid and legally enforceable, amendments to existing written contracts should be made in writing and should be signed by all of the parties to the original contract.

While some states accept oral contracts for certain types of agreements, having agreed-upon terms and provisions stated in writing is a good business practice.

Even if oral amendments to the contract are allowed by the terms of the original contract, it will be difficult to enforce later if one party does not uphold its end of the agreement.

What formalities are required for a contract amendment?

When using a contract amendment to change the terms of an existing agreement, it is important to make sure that the amendment follows the legal formalities established in that underlying agreement.

For example, an underlying contract might specify certain requirements to amend a contract, such as providing notice to the other party of the intention to modify the contract within a certain period of time. Such contractual formalities must be met in order for a contract amendment to be legally enforceable and valid.

If a contract includes an “entire agreement” or “amendment” provision, that section is likely the part of the agreement that will spell out the legal formalities required to make an amendment valid and legally binding on all parties.

Some states may have additional requirements to amend certain types of contracts. These may include a requirement to have witnesses to the contract execution (watching the parties sign and then signing themselves) or a requirement that the parties’ signatures be notarized.

Who can enter into a contract amendment?

Any person or business that has the legal authority to enter into a contract in the first place may later enter into a contract amendment to change the terms of the original contract.

An oral or written contract, or a subsequent amendment to an existing legal agreement, will not likely be valid or enforceable if it is entered into by a minor or by someone who lacks the mental capacity or legal standing to enter into the contract.

Are unilateral contract amendments valid?

Most contract amendments require the agreement and signatures of all parties to the contract in order to be valid and enforceable.

Under certain limited circumstances, a unilateral amendment, or an amendment where just one party to the agreement makes an enforceable change, may be used. However, such situations are not very common. Examples of unilateral contracts include credit card agreements where the cardholder’s continued use of the card after receiving notice of an amendment constitutes his or her agreement to the changes, or software licensing agreements where the user’s continued use of the software is deemed acceptance of revised contract terms.

Most business agreements are bilateral contracts, meaning all parties to the agreement must agree to add to, delete, or change terms and provisions of the contract.

Is a contract amendment binding?

When contractual formalities have been met, and when all parties to the existing contract agree on the changes to be made, a contract amendment will generally be binding and enforceable in court.

However, if one of the parties does not agree to the terms, or if the terms of the contract amendment are not executed in good faith, the amendment will likely not be legally valid or binding on the parties.

How do I execute a contract amendment?

Contract amendments should be negotiated and agreed upon by all parties to the original contract.

When the terms of a contract amendment have been determined, they should be spelled out in writing in a formal contract amendment. The parties should have an opportunity to review the proposed changes as written before signing.

After reviewing the terms, if all parties are satisfied that the contract amendment adequately expresses their wishes, the contract amendment should be signed. All parties should maintain copies of the signed amendment along with the original, underlying contract.

What is the difference between a contract amendment and a contract addendum?

While the terms “contract amendment” and “contract addendum” are often used interchangeably, they actually refer to different types of contractual changes.

A contract amendment is used when the parties want to modify the terms of an existing legal agreement. For example, the parties may agree to extend the original term of the contract using an amendment, or they may change the agreed-upon price or quantity for goods and services governed by the agreement. In contrast, a contract addendum may be used when all of the terms in the existing contract still apply, but the parties want to add language to the existing contract.

Are there situations when contract amendments cannot be used?

Although it is rare, if an existing contract includes language specifically stating that the terms of the agreement may not be altered under any circumstances, then a contract amendment is not likely to be considered legally valid or enforceable. In that case, the parties would need to terminate the existing contract according to its terms and enter into a new legal contract.

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Checklist

Step 1: Gather Information

As you complete your contract amendment, you will need to provide certain relevant information. This includes the name and address of each party to the original agreement, the title and date of the original agreement, and the details of the amendments you wish to make.

Step 2: Answer Key Questions

You can use the information you gathered on Step 1 to help you complete our questionnaire. We make this as simple as possible, providing instructions at each step of the way. You may notice that the questions adapt to your answers in order to tailor the document to you specific needs.

Step 3: Review and Sign

Read the entire document to ensure that it is error free and fits your circumstances. Any textual edits may be made by downloading the .docx version and opening it in Microsoft Word or Google Docs. If no edits are needed, simply download the .pdf version and sign. You may use an electronic signature instead of printing if desired. Your downloads are available on your account dashboard.

When signing the document, be sure to follow any additional instructions related to signing and witnessing the document. Any such instructions will either be located next to the signature line or in the instructions attached at the end of the document.

Although using a notary is not required, it is recommended that you do so to ensure that you can prove the authenticity of the document. When using a notary, be sure to wait to sign the document until they are present.

Step 4: Distribute and Store Copies

At a minimum, all parties that sign the document should receive a copy once it is fully executed (everyone has signed). Other interested parties may need or want copies as well. Be sure to store your copy in a safe location. It is a good idea to keep both a physical and electronic copy.

Step 5: Periodically Review and Update

It is easy to forget the ins and outs of your contract amendment. Periodically reviewing it will help you stay familiar with any responsibilities or requirements so that you can determine when it needs changes or additions. Over time you may need to make additional amendments to the contract. Simply create another contract amendment by following the same steps as before. LegalNature makes this process easy by saving your answers to the first contract amendment within the questionnaire.

Step 6: Complete Related Documents

Completing an arbitration agreement will help ensure the parties are fully protected. For example, if your current agreement does not include a dispute resolution process, then you should use an arbitration agreement to create an agreed upon process for existing or future disputes between the parties. LegalNature's agreement helps you do this by allowing you to choose between common structures for resolving disputes.

Similarly, an indemnity agreement is important for limiting your liability against claims that may be brought by third parties in relation to your original agreement. Indemnity agreements are widely used when the acts of another party can put you at risk. LegalNature's step-by-step guidance allows you to customize your indemnity agreement to fit any circumstance.

Ready To Get Started? Create a Contract Amendment