MAKE YOUR FREE Contract Variation (Addendum or Amendment)
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What is a Contract Variation Agreement?
Contract Variation Agreements are legally binding documents that change an existing contract in some way. This Contract Variation Agreement can be used to make a wide range of changes to a variety of different types of contracts.
When should I use a Contract Variation Agreement?
Use this Contract Variation Agreement:
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to change a contract that has already been formed (eg that’s already been signed)
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when all parties to the original contract agree to the changes
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to add, remove, or change any terms of the contract
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for contracts between parties located in England, Scotland, or Wales
Sample Contract Variation (Addendum or Amendment)
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CONTRACT VARIATION AGREEMENT
This contract amendment (the Agreement) is made between:
- (the First Party); and
- (the Second Party); together the Parties and each a Party;
for the purposes of varying the Original Contract contract entered into between these parties.
The Original Contract
- The Original Contract is the contract entered into between the Parties on under law for the purposes of .
- The text of the Original Contract can be found.
Amendments
- The Original Contract will be varied in the following ways (the Amendments):
Effect of the Agreement
- The Amendments will have effect from .
- This Agreement will not change the Original Contract except in the ways specifically set out in this Agreement in the section titled ‘Amendments’. The remainder of the Original Contract continues in full force and effect and in executing this Agreement the parties agree that the terms of the Original Contract as altered by this Agreement are incorporated into this Agreement.
Interpretation and Jurisdiction
- Any definitions and interpretation rules contained in the Original Contract will apply to this Agreement, except where alternative definitions or rules are specifically set out in this Agreement, in which case the definitions and rules in this Agreement will take precedence within this Agreement only.
- References to a singular within this Agreement include the plural singular and vice versa.
- Except where an exception applies (e.g. in relation to disputes under consumer law):
- This Agreement will be governed by and interpreted according to the laws of England and Wales.
- All disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
The parties have signed this Agreement on the date(s) below:
About Contract Variation Agreements
Learn more about making your Contract Variation Agreement
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How to make a Contract Variation Agreement
Making your Contract Variation Agreement online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all the information about the changes you’re making to your contract prepared in advance, creating your document is a quick and easy process.
You’ll need the following information:
The parties
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What are the name, address, and legal structure of the first party (to the original contract and to the Contract Variation Agreement)? If it’s a company or LLP, what is its company or LLP number?
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What are the second party’s name, address, and legal structure? If it’s a company or LLP, what is its company or LLP number?
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Was a guarantor (ie a party that makes a legally binding promise to cover another party’s obligations under the contract if that party cannot) appointed in the original contract? If so:
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What are the guarantor’s name, address, and legal structure? If it’s a company or LLP, what is its company or LLP number?
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Was the guarantor appointed to cover obligations of the first party or the second party?
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In which clause(s) of the original contract was the guarantor appointed?
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The original contract (ie the contract that is being varied)
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What is the original contract's title?
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For what purpose was the original contract made?
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Do the laws of England and Wales or the laws of Scotland apply to the original contract?
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When was the original contract made?
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Has the original contract been varied before?
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If so, when?
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Will a copy of the text of the original contract be attached to the Contract Variation Agreement or inserted into it?
The changes to your contract
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When will the changes to the original contract take effect (ie what is the effective date of this Contract Variation Agreement)?
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Does the original contract say anything about contract variations? If yes:
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What does it say?
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Which clause(s) of the original contract contain this text?
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What changes are you making to the original contract?
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Are you changing:
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Fees or prices?
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Due dates?
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Delivery dates?
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Which goods are being purchased?
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Specifications for services being provided?
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The time and/or date at which services are to be provided?
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The location at which services are to be provided?
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Parties’ details?
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What parties will contribute to a collaboration?
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Anything else?
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You can make as many of each of these types of variations as you like. For each variation you make, you must generally identify:
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Which clause(s) of the contract contain the text that is being changed (or where new text will go, if you’re inserting new text/clauses).
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Exactly which text is being changed (unless you’re inserting new text/clauses).
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What the new text will be (unless you’re removing text/clauses without replacement).
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The purpose of the text being changed or removed, if the change sits within the ‘anything else’ category above.
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If the original contract is governed by the laws of England and Wales, is consideration (ie something of value that's exchanged for something else) being provided in exchange for the changes to the original contract?
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If so, are both parties providing consideration within the changes being made to the original contract?
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If not, what consideration is being provided?
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Making the Contract Variation Agreement legally binding
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If consideration is being exchanged or the original contract is governed by the laws of Scotland:
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Who is the first party’s signatory, if it’s a company, LLP, or partnership? This is the person who will sign the Agreement on the company’s, LLP’s, or partnership’s behalf.
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Who is the second party’s signatory, if it’s a company, LLP, or partnership?
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If the original contract is governed by the laws of England and Wales and consideration is not being exchanged:
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How will the first party sign the deed? The options available depend on the first party’s legal structure. For more information, read the Make it legal checklist for this document.
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Common terms in a Contract Variation Agreement
Contract Variation Agreements make legally binding changes to existing contracts. To do this, this Contract Variation Agreement template includes the following terms and sections:
‘This contract amendment (the Agreement) is made…’
The Contract Variation Agreement starts by clearly identifying the parties to the Agreement, including the guarantor if there is one. If the agreement is being made as a deed, this is also highlighted here.
The original contract
This section identifies the original contract that is being varied as well as any previous variations that have been made to it. It highlights where a copy of the text of the original contract can be found.
Amendments
Next, the Agreement sets out the terms on which it is able to vary the original contract, ie:
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whether the original contract contains any rules about varying that contract and, if so, what these are, and
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whether consideration is being given in exchange for the variations to the contract and, if so, what this is
This section also specifies the changes you are making to the original contract by identifying which part(s) of the contract are being changed and how.
Guarantor’s content
If the original contract appointed a guarantor to guarantee one of the party’s performance of its obligations under that contract, this section will be included. It clarifies where in the contract the guarantor was appointed and which party’s obligations it guarantees. It then makes a statement that, by signing the Contract Variation Agreement, the guarantor consents and agrees to the changes that this Contract Variation Agreement is making to the original contract and confirms that their guarantee remains in full force and effect.
Effect of the Agreement
This section clarifies that the original contract remains unchanged except for the specific changes being made by this Contract Variation Agreement. It identifies when the variations will take effect.
Interpretation and jurisdiction
This section clarifies how this Contract Variation Agreement interacts with the original contract regarding how terms are defined within it, to avoid confusion or ambiguity.
It also sets out which country’s legal system must be used to resolve any disputes arising in relation to the Agreement (ie the Agreement’s jurisdiction). This is necessary as the legal systems of England and Wales and of Scotland are different. A consumer’s ability to enforce some consumer rights within the legal system of other countries of the UK is also noted.
‘The parties have signed this Agreement on the date(s) below…’
The Agreement ends with space for all relevant individuals to sign to make the Agreement legally binding. Who must sign depends on who the parties are, what their legal structures are, and whether the Agreement is made as a simple contract or a deed. For more information, read the Make it legal checklist for this document.
Schedule 1 - original contract
If you’re including the text of the original contract within your Contract Variation Agreement, this heading will be included, under which you should insert the contract text.
If you want your Contract Variation Agreement to include further or more detailed provisions, you can edit your document. However, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified Contract Variation Agreement complies with all relevant laws and meets your specific needs. Use Rocket Lawyer’s Ask a lawyer service for assistance.
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Legal tips for varying contracts
Stick to the law
Varying a contract can be incredibly simple and easy. Theoretically, agreement from both parties is usually the main thing that’s required. However, it’s not uncommon for additional rules to restrict how a contract can be varied. For example:
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the contract itself may impose rules (eg a third party’s content may be required to vary the contract, or variation agreements may need to be witnessed)
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the area of law that the contract covers may restrict what variations can be made (eg certain terms of Welsh occupation contracts can only be changed in the tenant’s favour, and terms of consumer contracts cannot be made unfair)
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it may be complicated to vary an obligation under a contract that has already been partially performed (eg if some services have been provided already)
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consideration is generally required for a variation to be legally binding in England and Wales
To ensure you abide by any such requirements when varying your contract, read the FAQs for this document below. You can also search for legal guides on the type of contract you’re varying or on the area of law that it relates to. If you want help ensuring your variations comply with the law, you can Ask a lawyer.
Make variations that make sense
A variation is usually a negotiation. Make sure both parties are happy with what’s being changed so that they can agree on the variation. For instance, you should generally:
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make sure any new or altered obligations are practical
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ensure that each party whose obligations under the contract are being increased, or benefits reduced, receives something in exchange for this (ie consideration). For example, if higher quality goods must now be provided, will more money be paid for them? Or if services will be delivered later than initially planned, will the customer pay less?
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be clear and accurate when setting out your contract variations
Understand when to seek advice from a lawyer
In some circumstances, it’s good practice to Ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. You should consider asking for advice if:
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there are more than 2 parties to the contract that you’re varying (or more than 3, if you include a guarantor)
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any third parties other than a guarantor must provide consent to your contract variation
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you want to vary a consumer credit contract
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you’re unsure if the variation you want to make complies with the law
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the contract you want to change is a Tenancy agreement
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the contract you want to change is an LLP agreement, Partnership agreement, Shareholders’ agreement, or Articles of association
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this Contract Variation Agreement doesn’t cover everything you want or doesn’t meet your needs
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Contract Variation Agreement FAQs
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What is included in a Contract Variation Agreement?
This Contract Variation Agreement template covers:
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the parties to the original contract (including guarantors, if applicable)
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which contract is being varied
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the legal basis for the contract variations that are being made
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exactly which variations are being made
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guarantor’s consent (if applicable)
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the legal effect of the Contract Variation Agreement
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Why do I need a Contract Variation Agreement?
Things are always changing. You may be certain when you form a contract that the terms of your contract for the sale of goods, provision of services, collaboration with another business, or whatever else, are what you want. Yet it’s common for circumstances to arise that change what’s plausible or desirable, and you may need to change a contract because of this.
Varying a contract is a legitimate and practical thing to do. However, you need to do so in accordance with the law to make sure your contract variation is legally binding and to avoid later disputes over whether a change has in fact taken effect. Using a Contract Variation Agreement like this one, and reading the FAQs to understand how the document should be used, is an excellent way of reducing this risk.
Moreover, even if not specifically required by your original contract, you should make any contract variations in writing (eg in a document like this one). This ensures you have a firm record of your variations if you ever need it.
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Can I use this document to end a contract?
Theoretically, ending a contract is one of the variations you can make to a contract (as long as you do so in accordance with the terms of that contract or with the parties’ agreement).
However, we have other documents made specifically to be used to end a contract, which are likely to be more suitable for this situation than this Contract Variation Agreement. These include:
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a Letter ending a contract - to end a contract by choice or due to a breach of the contract or similar
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a Force majeure contract termination letter - to end a contract due to an event outside of the parties’ control that’s covered by a force majeure clause of the contract
For more information, read Ending a contract and Force majeure.
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Can I use this document to change one of the parties to a contract?
Changing one of the parties to a contract should be done in a specific way. This Contract Variation Agreement should not be used to change any of the parties to a contract. Some of our other documents can be used for this purpose instead. Specifically:
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a Novation agreement - to transfer the benefits and the obligations under a contract to a new party
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a Letter assigning a contract - to transfer only the benefits under a contract to a new party (ie so the original party retains ultimate responsibility for the obligations)
For more information, read Novating a contract and Assigning a contract.
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Am I allowed to change a contract?
Once a contract has been formed (ie the parties have agreed to the terms and it has become legally binding, whether or not it has been written down and signed), it can only be varied in certain ways. The main ways are:
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if all parties to the original contract agree to the changes. Everything that’s necessary to form a contract in the first place must again be present. For example, the parties must intend a legal change to the contract and (in England and Wales) either:
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consideration must be present (ie the parties must exchange something of value, or
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the variation must be made as a deed (ie a specific type of contract that requires additional formalities to be legally binding)
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in accordance with any provisions on variation within the original contract. For example, ‘change control’ provisions that allow one party to unilaterally (ie without the other parties’ agreement) alter something about the contract (eg the amount of goods they’re buying)
Regardless of whether the parties agree to any contract amendments, any rules on varying an original contract set out within that contract (or an earlier variation to that contract) should be followed when you vary your contract. For example, it’s a common requirement that any variations are made in writing and signed by all parties, or that a particular third party gives consent to any variations.
You must generally also make sure that any changes to a contract’s terms are not manifestly unfair or unreasonable, particularly when one of the parties to the contract is a consumer (ie somebody not acting in the course of business). A term may be considered unfair if it causes a significant imbalance in the obligations or rights of the parties, to the consumer’s detriment. If both parties are businesses, there would need to be a significant imbalance for a term to be considered unreasonable. Unreasonable or unfair terms may not be legally binding. You can Ask a lawyer if you need help establishing whether a contract variation you want to make is reasonable and fair.
Additionally, certain types of contracts will be more complex to vary. For these, you should seek legal advice before using this Agreement to vary them. For example, Tenancy agreements or documents establishing a partnership, LLP, or company (eg Shareholders’ agreements or Articles of association).
For more information, read Varying a contract.
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What’s the difference between an addendum and an amendment?
Contract addenda and contract amendments are both ways of changing (ie varying) a contract. Legally, they both constitute legally binding variations of a contract that’s already been formed. However, generally:
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‘addendum’ refers to the addition of extra terms or clarification of existing terms of a contract, whereas
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‘amendment’ refers to any kind of actual change made to a contract (eg removing a clause, changing a price, or changing an obligation)
This Contract Variation Agreement can be used to make both contract addenda and contract amendments.
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