Amendment
An amendment clause sets out how the contract can be changed, usually requiring any change to be in writing and signed by both parties.
What it does
Contracts change during their life: scope expands, prices shift, timelines move. The amendment clause (also called a variation clause) controls how those changes become binding. The standard form is a “no oral modification” rule: no amendment is effective unless it is in writing and signed by authorised representatives of both parties.
The purpose is certainty. Without the clause, a contract can be varied by conduct, by an email exchange, or by an informal agreement between an account manager and a project lead, and the parties may later disagree about whether a change was agreed at all. With the clause, both sides know that only a signed document changes the deal.
Whether a no oral modification clause is strictly enforced varies by jurisdiction. Some legal systems give it full effect. Others hold that the parties can override it by clearly agreeing to do so, even informally. Either way, the clause raises the bar and shifts the burden onto the party claiming an informal change.
Example wording
No amendment or variation of this Agreement shall be effective unless it is in writing, expressly refers to this Agreement, and is signed by a duly authorised representative of each party. For the avoidance of doubt, exchanges of email shall not constitute a signed writing for the purposes of this clause unless the parties expressly agree otherwise.
Risks for SMBs
Unilateral update rights. Many SaaS terms state that the supplier may update the terms by posting a new version online, with continued use counting as acceptance. That is an amendment clause working in one direction only. An SMB customer can find its liability cap, data terms, or pricing changed without ever signing anything. Ask for changes to require notice and, for material changes, consent or a right to terminate.
Scope creep by email. On the supplier side, project scope grows through informal requests, and the supplier does the extra work without a signed change order. When the invoice arrives, the customer points to the amendment clause: nothing was agreed in writing, so nothing extra is payable. A change control process, used every time, protects the supplier.
Authority. An amendment signed by someone without authority may not bind their company. Check who can sign under the counterparty’s rules, and specify authorised signatories in the contract if it matters.
Email and electronic signatures. Whether an email exchange satisfies “in writing and signed” is a recurring dispute. Decide expressly. Many businesses now accept electronic signatures via recognised platforms and exclude plain email.
Amendments that ignore the rest of the contract. A change to the price schedule that does not mention the renewal term, or an extension of scope that does not address the liability cap, creates inconsistencies. Each amendment should state which clauses it changes and confirm that all other terms continue.
Common variants and negotiation points
- Written and signed. The default middle ground. Specify that electronic signatures count and whether email does.
- Change control procedure. For project and services contracts, attach a change request form and a process: request, impact assessment, quotation, approval, then work. Both sides benefit.
- Notice-based changes for suppliers. Where a supplier needs to update non-material terms (such as an acceptable use policy), allow it on written notice, provided material terms such as price, liability, and data protection still require agreement.
- Right to terminate on unilateral change. If the supplier insists on a right to update terms, the customer should have a right to terminate without penalty if it objects within a defined period.
- Waiver language. Pair the clause with a no-waiver provision, so that tolerating a breach once does not amend the contract for the future.
Related clauses
- Entire agreement: fixes what the contract is, which the amendment clause then protects.
- Notice: the formalities for giving notice of a proposed change.
- Price increase: a pre-agreed amendment mechanism for one specific term.
- Assignment: changing who the parties are, as opposed to what they agreed.
This page is general information about a common contract clause. It is not legal advice and does not account for your jurisdiction, industry, or the specific contract in front of you. Talk to a qualified lawyer before relying on it.
Tracking renewal dates, notice periods, and other contract obligations is what Trackado does.