Amendments

Amendments need to:

            A.  Be numbered

            B.  Contain an Effective Date for the Amendment

C.  Reference the correct Agreement that is being amended 

Key Points:

1) If the amendment applies to an existing section, it should reference the correct section number and show how the items originally read and what it has been changed to. 

2) If it is adding or deleting a section, it should describe the change as an addition or deletion.

3) If the amendment contains multiple pages, the applicable Agreement number and Amendment number must be on every page.

4) At the end of the amendment it must have signature blocks for both parties and be signed by both parties for it to be effective. Signature blocks should include dates, and (particularly if the Effective Date in the amendment is established as the date when the last party signs the amendment,) the date blocks must be filled in. 

In describing the actual changes to the Agreement here are some common examples:

• If you simply want to change wording in a Section you would use: “Section ___ which currently reads: __________________________________ is hereby modified to read: ________________________.”

• “Section 5, entitled “Payment” which currently reads “Payment will be made in thirty (30) days” is hereby modified to read: “Payment will be made in forty-five (45) days”

If you want to add a new Section to the Agreement you would use:

• “Section ___ which reads: ___________________________” is hereby added to the Agreement (and insert the entire text of the new section including the appropriate Section Number). When you add new sections or subsections, be sure to follow the existing numbering sequence and convention of the Agreement.

If you want to delete a Section of the Agreement you would use”

• “Section ___ is hereby deleted in its entirety”.

One thing to be careful with in writing amendments is sometimes companies will have Agreements that consist of multiple documents such as a master agreement that applies to all purchases and scopes of work or statements of work that are unique to specific products or services. If you write an amendment and reference both documents you can wind up amending something you don’t want to. For example you may write your master agreements for a long term or even make them evergreen. Your scope of work or statement of work may only have been written for a one or two year period.  I’ve seen amendments then written that reference both Contract numbers and extend the term for one year. The impact of that was the Statement of Work or Scope of Work was extended for the one additional year which is what the individual intended.  However, since the master agreement was also referenced in the amendment, they individual unknowingly changed the master agreement from the longer or evergreen term to a fixed term agreement that would expire in a year.  If the amendment had been written and only the Statement of Work or Scope of Work number was referenced in the amendment, only that agreement would be amended and the Master Agreement’s term would have remain unchanged.