Contract Amendment Template

Capitalized terms used in this Amendment shall have the meanings given to them in this section or elsewhere in this Amendment. Capitalized terms used but not defined herein shall have the meanings given to them in the Original Agreement.

"Amendment" means this Contract Amendment, including any provisions expressly incorporated herein, as it may be further amended in accordance with its terms and the amendment provisions of the Original Agreement.

"Amendment Effective Date" means the date on which the last of the Parties signs this Amendment, as indicated on the signature page hereof.

"Original Agreement" means the [title of original agreement] entered into between the Parties on [date], together with all schedules, exhibits, statements of work, order forms and attachments thereto, and all amendments, supplements and modifications made prior to the Amendment Effective Date, as identified in the section of this Amendment entitled Reference to the Original Agreement.

"Amended Provisions" means those provisions of the Original Agreement that are added, deleted, restated or otherwise modified by this Amendment.

"Business Day" means any day other than a Saturday, Sunday or a day on which commercial banks in [city/jurisdiction] are authorized or required by law to close.

References in this Amendment to sections and clauses are to sections and clauses of this Amendment unless expressly stated to refer to the Original Agreement. Headings are for convenience only and shall not affect interpretation. The words "include" and "including" shall be deemed to be followed by "without limitation," and the singular includes the plural and vice versa.

References to any agreement or document are to that agreement or document as amended, supplemented or replaced from time to time in accordance with its terms, and references to a Party include its permitted successors and assigns.

This Amendment is made with reference to the Original Agreement, being the [title of original agreement] dated [date] between Party A and Party B, bearing reference number [reference number], if any.

The Original Agreement was previously amended by the following instruments: [list prior amendments, if any, with dates, or state "none"]. All such prior instruments are included within the meaning of the Original Agreement.

The Parties confirm that the Original Agreement is in full force and effect as of the date of signature of this Amendment, and that, to the best of each Party's knowledge, no notice of termination has been given by either Party in respect thereof.

This Amendment is entered into pursuant to, and in compliance with, the provisions of the Original Agreement governing amendments, modifications and waivers, being [section reference of Original Agreement], and the Parties agree that such provisions have been satisfied by the execution of this Amendment by their duly authorized representatives.

Section numbers and headings of the Original Agreement referred to in this Amendment are those appearing in the Original Agreement as in effect immediately prior to the Amendment Effective Date. If the numbering of the Original Agreement is altered by this Amendment, the Parties shall apply such numbering as is reasonably necessary to give effect to the intent hereof.

The purpose of this Amendment is to modify certain terms of the Original Agreement as requested by Party A and agreed by Party B, in order to reflect the Parties' current commercial and operational requirements, as more particularly set out herein.

The scope of this Amendment is limited to the Amended Provisions set forth in the sections of this Amendment entitled Amendments to Commercial Terms, Amendments to Performance and Delivery Obligations, Amendments to Term and Termination Provisions, and Amendments to Miscellaneous Provisions. No other provision of the Original Agreement is modified, whether expressly or by implication.

The Parties acknowledge that the amendments contained herein are interrelated and are agreed as a single, integrated package, such that the effectiveness of any one Amended Provision is conditioned on the effectiveness of all of them, unless the Parties otherwise agree in writing.

Where this Amendment provides that a provision of the Original Agreement is "deleted and replaced," the existing text of such provision shall be removed in its entirety and substituted with the text set out in this Amendment. Where this Amendment provides that a provision is "supplemented," the new text shall be added to, and read together with, the existing provision.

Nothing in this Amendment shall be construed to expand the scope of the goods, services, rights or licenses provided under the Original Agreement except to the extent expressly stated herein.

The Parties shall, upon request of Party A, cooperate in good faith to take such further steps, including executing additional documents, as are reasonably necessary to implement the purpose of this Amendment.

Section [section reference] of the Original Agreement (Fees and Charges) is deleted in its entirety and replaced with the following: "The fees payable by Party B to Party A for [goods/services/scope] shall be [amount and currency] [per unit/per period/in total], as adjusted in accordance with this Section."

Section [section reference] of the Original Agreement (Payment Terms) is amended such that all undisputed invoices shall be payable within [number] days from the date of receipt of the relevant invoice. Party B shall make payment by [method of payment] to the account designated by Party A in writing.

Section [section reference] of the Original Agreement (Late Payment) is supplemented by the following: any amount not paid when due shall bear interest at the rate of [percentage] per [period] from the due date until the date of actual payment, calculated daily, without prejudice to any other right or remedy of Party A. Party A may, upon [number] days' written notice, suspend performance for so long as any undisputed amount remains overdue.

Section [section reference] of the Original Agreement (Price Adjustment) is amended to provide that Party A may adjust the fees once in each [period] upon not less than [number] days' written notice to Party B, by an amount not exceeding [percentage or index reference].

Section [section reference] of the Original Agreement (Taxes) is supplemented to confirm that all fees are stated exclusive of any value added, sales, use, withholding or similar taxes, duties and levies, which shall be borne by Party B, save for taxes imposed on the net income of Party A.

Any dispute by Party B regarding an invoice shall be notified to Party A in writing within [number] days of receipt of the invoice, specifying the disputed items in reasonable detail, failing which the invoice shall be deemed accepted. Party B shall pay all undisputed portions of the invoice when due.

The fees, rates and charges set out in this section apply to all deliverables, services and orders made on or after the Amendment Effective Date. Fees for any deliverables or services fully performed before the Amendment Effective Date shall remain governed by the Original Agreement as in effect prior to such date.

Section [section reference] of the Original Agreement (Scope of Performance) is amended to provide that Party A shall perform, and Party B shall accept, the following revised scope: [description of revised scope of goods, services or deliverables].

Section [section reference] of the Original Agreement (Delivery) is deleted and replaced with the following: "Party A shall deliver the deliverables to [delivery location or method] in accordance with the following schedule: [delivery milestones and dates]. Delivery dates are estimates unless expressly stated to be of the essence in a written instrument signed by Party A."

Section [section reference] of the Original Agreement (Acceptance) is amended such that Party B shall inspect each deliverable within [number] Business Days of delivery and notify Party A in writing of any material non-conformity, specifying it in reasonable detail. Absent such notice within that period, the deliverable shall be deemed accepted.

Section [section reference] of the Original Agreement (Service Levels and Performance Standards) is amended to provide that the applicable standards shall be [description of service levels or performance standards]. Party A's sole liability and Party B's exclusive remedy for any failure to meet such standards shall be [remedy, such as service credits or re-performance], subject to any limitation of liability in the Original Agreement.

Party B shall provide, in a timely manner, all information, access, approvals and cooperation reasonably required by Party A to perform its obligations. Party A shall not be liable for any delay or failure in performance to the extent caused by Party B's failure to do so, and the affected dates shall be extended by a period reasonably commensurate with such delay.

Section [section reference] of the Original Agreement (Change Control) is supplemented to provide that any change requested by Party B to the scope or schedule shall be subject to Party A's written approval, and that Party A may reasonably adjust fees and timelines accordingly.

Section [section reference] of the Original Agreement (Term) is deleted and replaced with the following: "The term of this Agreement shall continue until [date or period] (the 'Term'), unless earlier terminated in accordance with this Agreement."

Section [section reference] of the Original Agreement (Renewal) is amended to provide that, upon expiry of the Term, the Original Agreement shall renew automatically for successive periods of [period] each, unless either Party gives written notice of non-renewal not less than [number] days before the end of the then-current term.

Section [section reference] of the Original Agreement (Termination for Convenience) is amended to provide that Party A may terminate the Original Agreement for convenience upon not less than [number] days' prior written notice to Party B. Party B may terminate for convenience only upon not less than [longer number] days' prior written notice and, where applicable, upon payment of [early termination fee or amount].

Section [section reference] of the Original Agreement (Termination for Cause) is amended to provide that either Party may terminate upon written notice if the other Party commits a material breach and fails to remedy it within [number] days after receipt of written notice specifying the breach in reasonable detail. Party A may terminate immediately upon written notice if Party B fails to pay any undisputed amount within [number] days after its due date.

Section [section reference] of the Original Agreement (Effect of Termination) is supplemented to provide that upon expiry or termination, Party B shall pay all fees accrued up to the effective date of termination and all non-cancellable commitments reasonably incurred by Party A, and each Party shall return or destroy the other Party's confidential information in accordance with the Original Agreement.

Termination or expiry of the Original Agreement shall not affect any rights, remedies, obligations or liabilities accrued prior thereto, nor the continued operation of any provision which by its nature is intended to survive, including provisions relating to payment, confidentiality, intellectual property, limitation of liability and governing law.

Section [section reference] of the Original Agreement (Notices) is amended so that notices shall be in writing and delivered by hand, recognized courier or email to the following addresses, or such other address as a Party may notify in writing: for Party A, [name, address, email]; for Party B, [name, address, email].

Notices shall be deemed received: if delivered by hand or courier, upon delivery; and if sent by email, at the time of transmission, provided that no notice of delivery failure is received and that, if sent outside business hours at the place of receipt, receipt shall be deemed to occur on the next Business Day.

Section [section reference] of the Original Agreement (Assignment) is amended to provide that Party B shall not assign, transfer or subcontract any of its rights or obligations without the prior written consent of Party A. Party A may assign or transfer the Original Agreement, in whole or in part, to any affiliate or to any successor to all or substantially all of its relevant business or assets upon written notice to Party B.

Section [section reference] of the Original Agreement (Confidentiality) is supplemented to provide that the terms of this Amendment constitute confidential information of both Parties, and that the confidentiality obligations shall survive for [number] years following expiry or termination.

Section [section reference] of the Original Agreement (Limitation of Liability) is supplemented to provide that, to the maximum extent permitted by applicable law, the aggregate liability of Party A arising out of or relating to the Original Agreement, as amended, shall not exceed [amount and currency or formula], and that Party A shall not be liable for any indirect, incidental, special, consequential or punitive damages or loss of profits, revenue or data.

Nothing in this Amendment limits or excludes any liability that cannot be limited or excluded under applicable law.

Any other provision of the Original Agreement referred to as a "Miscellaneous" or "General" provision that is not expressly amended by this section remains unchanged.

This Amendment shall become effective on the Amendment Effective Date, being the date of the last signature affixed by the Parties on the signature page hereof.

Unless otherwise expressly stated in this Amendment, the Amended Provisions shall apply prospectively from the Amendment Effective Date and shall not apply to any right, obligation or liability that accrued or arose under the Original Agreement prior to such date.

If the Parties sign this Amendment on different dates, the Amendment Effective Date shall be the later of such dates, and neither Party shall be bound by this Amendment until it has been signed by both Parties.

Each Party shall date its signature. If a Party fails to date its signature, the date on which the Amendment is received by the other Party, as evidenced by the records of the other Party, shall be deemed the date of signature for that Party.

Prior to the Amendment Effective Date, the Original Agreement shall continue to apply without modification, and the Parties shall continue to perform their respective obligations thereunder.

Except as expressly amended by this Amendment, all terms, conditions, covenants and provisions of the Original Agreement remain unchanged and shall continue in full force and effect, and are hereby ratified and confirmed by the Parties.

From and after the Amendment Effective Date, each reference in the Original Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of similar import, and each reference to the Original Agreement in any other document, shall mean and be a reference to the Original Agreement as amended by this Amendment.

This Amendment shall be read and construed together with the Original Agreement as one single instrument. This Amendment does not constitute a novation, termination, rescission or replacement of the Original Agreement or of any obligation arising thereunder.

The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of the Original Agreement, except as expressly set out herein, nor operate as a waiver of any right, power or remedy of either Party under the Original Agreement.

All security, guarantees, indemnities and other assurances given in connection with the Original Agreement shall continue in full force and effect and shall extend to the obligations of the Parties under the Original Agreement as amended by this Amendment.

In the event of any conflict, ambiguity or inconsistency between the terms of this Amendment and the terms of the Original Agreement, the terms of this Amendment shall prevail and govern, but only to the extent of such conflict, ambiguity or inconsistency.

In the event of any conflict between this Amendment and any schedule, exhibit, purchase order, statement of work or other document issued under or referenced in the Original Agreement, this Amendment shall prevail.

Any terms and conditions contained in any purchase order, invoice, acknowledgment or similar document issued by Party B that are inconsistent with or in addition to this Amendment or the Original Agreement shall be of no effect.

Where a provision of this Amendment supplements, rather than replaces, a provision of the Original Agreement, the Parties shall, to the extent possible, read the two provisions harmoniously so that effect is given to both.

The order of precedence set out in this section shall apply notwithstanding any contrary order of precedence set out in the Original Agreement, which is hereby amended to the extent necessary to give effect to this section.

Each Party represents and warrants to the other, as of the Amendment Effective Date, that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has full corporate power and authority to enter into and perform this Amendment.

Each Party represents and warrants that the execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate or other action, and that this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable insolvency and similar laws affecting creditors' rights generally.

Each Party represents and warrants that the execution and performance of this Amendment do not and will not conflict with its constitutional documents, any applicable law or any agreement or instrument by which it is bound, and that no consent or approval of any third party or governmental authority is required, other than those already obtained.

Party B represents and warrants that, to its knowledge, as of the Amendment Effective Date, no breach, default or event giving rise to a right of termination or claim by Party B exists under the Original Agreement, and that it has not assigned or encumbered any of its rights thereunder.

Party B further represents and warrants that it has had the opportunity to obtain independent legal advice in relation to this Amendment, that it has read and understood its terms, and that it has not relied on any statement or representation of Party A not expressly set out herein.

Each Party shall promptly notify the other if it becomes aware that any representation or warranty made in this section was untrue or misleading in any material respect when made.

Except as expressly provided in this Amendment, no failure or delay by either Party in exercising any right, power or remedy under the Original Agreement or this Amendment shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right, power or remedy.

Party A expressly reserves all rights, powers and remedies available to it under the Original Agreement, this Amendment and applicable law, whether arising before or after the Amendment Effective Date, including any rights in respect of any breach or default by Party B of which Party A is or may become aware.

The Parties acknowledge that this Amendment does not contain any release, discharge or waiver of any claim, demand or cause of action arising prior to the Amendment Effective Date, and that all such claims, if any, are preserved to the same extent as if this Amendment had not been entered into.

No waiver of any right or remedy shall be effective unless made in writing and signed by an authorized representative of the waiving Party, and any such waiver shall apply only to the specific instance and purpose for which it is given.

Neither the negotiation, execution nor performance of this Amendment, nor any course of dealing between the Parties, shall be construed as an agreement to amend any provision of the Original Agreement other than as expressly set forth herein.

Except as otherwise provided in the Original Agreement or this Amendment, each Party shall bear its own costs and expenses, including legal, accounting and advisory fees, incurred in connection with the negotiation, preparation, execution and implementation of this Amendment.

Notwithstanding the preceding clause, Party B shall reimburse Party A for reasonable and documented out-of-pocket costs incurred by Party A in implementing any change to the scope, systems, processes or deliverables that is requested by Party B and reflected in this Amendment, up to a maximum of [amount and currency], unless otherwise agreed in writing.

Any stamp duty, registration fee, filing fee or similar charge payable in connection with this Amendment shall be borne by [Party B / the Parties in equal shares / other allocation].

Any amount payable under this section shall be paid within [number] days of receipt of an invoice or written demand accompanied by reasonable supporting documentation.

Nothing in this section shall affect any provision of the Original Agreement regarding the recovery of costs and expenses, including legal fees, incurred in enforcing rights or remedies under the Original Agreement.

This Amendment and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles, being the same governing law as that applicable to the Original Agreement.

The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or relating to this Amendment or the Original Agreement as amended (a "Dispute") through good-faith negotiations between senior representatives of the Parties for a period of [number] days following written notice of the Dispute.

If the Dispute is not resolved within such period, the Dispute shall be finally resolved by [courts of [jurisdiction] / arbitration under the rules of [arbitral institution] by [number] arbitrator(s) seated in [city], conducted in the English language], and the Parties submit to the [exclusive] jurisdiction thereof.

Notwithstanding the foregoing, Party A may at any time seek injunctive or other equitable relief, or interim or conservatory measures, from any court of competent jurisdiction to protect its confidential information, intellectual property or other rights, or to enforce payment obligations.

The dispute resolution provisions of this section shall supersede and replace the governing law and dispute resolution provisions of the Original Agreement to the extent that they differ, and shall apply to all Disputes whether arising before or after the Amendment Effective Date, subject to the fact that this Amendment contains no release of claims.

Pending the resolution of any Dispute, each Party shall continue to perform its obligations under the Original Agreement as amended, except to the extent such obligations are the subject of the Dispute or have been validly suspended or terminated.

This Amendment, together with the Original Agreement, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, understandings, representations and agreements, whether written or oral, relating to the amendments set out herein.

Each Party acknowledges that, in entering into this Amendment, it has not relied on any statement, representation, assurance or warranty of any person other than as expressly set out in this Amendment or the Original Agreement.

Nothing in this section shall limit or exclude liability for fraud or fraudulent misrepresentation.

No amendment, variation or modification of this Amendment shall be effective unless it is in writing, refers specifically to this Amendment, and is signed by duly authorized representatives of both Parties.

No usage of trade, course of dealing or course of performance shall be relevant to supplement or explain any term used in this Amendment.

If any provision of this Amendment is held by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such provision shall be deemed modified to the minimum extent necessary to render it valid, legal and enforceable, or, if modification is not possible, shall be deemed severed from this Amendment.

The invalidity, illegality or unenforceability of any provision of this Amendment shall not affect the validity, legality or enforceability of the remaining provisions of this Amendment or of the Original Agreement, which shall continue in full force and effect.

Upon any such determination, the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieves, as closely as possible, the original commercial intent of the Parties.

If the severance of any provision materially alters the commercial balance of this Amendment to the detriment of Party A, Party A may, by written notice to Party B, require the Parties to renegotiate the affected terms in good faith within [number] days.

The invalidity of any Amended Provision shall not revive the provision of the Original Agreement that it was intended to replace, unless the Parties otherwise agree in writing or a court or tribunal so determines as necessary to avoid a failure of the Original Agreement.

This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute an original, and all of which together shall constitute one and the same instrument.

This Amendment may be executed and delivered by electronic signature, including by means of a recognized electronic signature platform, or by delivery of a scanned copy in portable document format by email, and any such signature or delivery shall be valid and binding as if it were an original handwritten signature delivered in person.

Each Party agrees that it shall not raise the use of electronic signatures or electronic delivery as a defense to the formation, validity or enforceability of this Amendment.

Each person signing this Amendment on behalf of a Party represents that he or she is duly authorized to execute this Amendment on behalf of that Party and to bind it to the terms hereof.

The Parties agree that an electronic or digital copy of this Amendment, once fully executed, may be retained as the original record and shall be admissible in any proceedings to the same extent as the original paper form.