Agreement to Amend a Contract

DEED OF VARIATION

THIS DEED OF VARIATION IS DATED:

________

(1). THE PARTIES

(1.1). PARTY A

________, a company incorporated in England and Wales under the Companies Act 2006 with company registration number ________, whose registered office is at:

________

(Party A); and

(1.2). PARTY B

________, a company incorporated in England and Wales under the Companies Act 2006 with company registration number ________, whose registered office is at:

________

(Party B).

(2). RECITALS

It is recorded that:

(2.1). The Parties entered into a contract on the terms set out in the Contract (as defined below), to which both of them are party.

(2.2). The Parties have agreed to vary the Contract on the terms and subject to the conditions set out in this Deed.

(2.3). The Contract may be amended in accordance with the provisions of clause ________ of the Contract, and the Parties enter into this Deed in exercise of that right and otherwise by mutual agreement.

(3). OPERATIVE PROVISIONS

3.1. DEFINITIONS AND INTERPRETATION

In this Deed, the following definitions and rules of interpretation shall apply.

(3.1.1). The Parties

Party A and Party B shall together be referred to as the Parties and each a Party.

(3.1.2). The Contract

The Contract means the contract between the Parties dated ________ and entitled ________, a full copy of which is attached to this Deed at Schedule 1.

(3.1.3). The Deed

The Deed shall mean the whole contents of this Deed together with the annexed Schedule 1 and Schedule 2.

(3.1.4). Effective Date

The Effective Date means the date set out in clause 3.2.2.

(3.1.5). Contractual Definitions

All definitions and rules of interpretation defined in the Contract shall apply and have the same meaning in this Deed unless the context otherwise requires.

(3.1.6). Clause and Schedule headings shall not affect the interpretation of this Deed. A reference to a clause or a Schedule is a reference to a clause of, or a Schedule to, this Deed. A reference to any statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. Words in the singular shall include the plural and vice versa.

3.2. VARIATION OF THE CONTRACT

(3.2.1). The Parties record in this Deed their agreement that the Contract shall be varied in accordance with this clause 3.2.

(3.2.2). The variations contained in this Deed shall take effect from ________.

(3.2.3). With effect from the Effective Date, the Contract shall be amended as shown in the marked-up copy of the Contract contained at Schedule 2.

(3.2.4). In Schedule 2, any deletions to the Contract are shown with a strike-through and any insertions are underlined (including any consequential re-numbering).

3.3. CONTINUING EFFECT OF THE CONTRACT

(3.3.1). Except as varied by this Deed, the Contract shall continue in full force and effect, and the Parties confirm and ratify all of the terms and conditions of the Contract as varied by this Deed.

(3.3.2). With effect from the Effective Date, the Contract and this Deed shall be read and construed as one document and, in the event of any conflict or inconsistency between the provisions of the Contract and this Deed, the provisions of this Deed shall prevail.

3.4. WARRANTIES AND AUTHORITY

Each Party warrants to the other that it has full power and authority to enter into and perform its obligations under this Deed, that this Deed has been duly authorised by all necessary corporate action, and that the variations effected by this Deed do not contravene the terms of the Contract or any applicable law.

3.5. FURTHER ASSURANCE

Each Party shall, at its own cost and expense, execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Deed.

3.6. COUNTERPARTS

This Deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute one deed.

3.7. THIRD PARTY RIGHTS

A person who is not a party to this Deed shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

3.8. GOVERNING LAW

This Deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

3.9. JURISDICTION

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Deed or its subject matter or formation.

(4). EXECUTION

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

(4.1). PARTY A

EXECUTED AS A DEED BY ________ ACTING BY ________, A DIRECTOR, IN THE PRESENCE OF A WITNESS:

SIGNATURE OF DIRECTOR:

_____________________________

________ (DIRECTOR)

SIGNATURE OF WITNESS:

_____________________________

Name of witness: ________

Address of witness: ________

Occupation of witness: ________

Xxxxx xx xxxxxxx xxx xxxx xxxxxxxxx xx xxxxxx xxx xxxxxxxx xxxx xx xxxxx xxxxxxx xxx xxxxxx xxxx xxxxxxxxxx xx xxx xxxxxxx xxxxx xxxx xx xxxxxxxx.

SIGNATURE:

_____________________________

________ (DIRECTOR / SECRETARY)

(4.2). PARTY B

EXECUTED AS A DEED BY ________ ACTING BY ________, A DIRECTOR, IN THE PRESENCE OF A WITNESS:

SIGNATURE OF DIRECTOR:

_____________________________

________ (DIRECTOR)

SIGNATURE OF WITNESS:

_____________________________

Name of witness: ________

Address of witness: ________

Occupation of witness: ________

Xxxxx xx xxxxxxx xxx xxxx xxxxxxxxx xx xxxxxx xxx xxxxxxxx xxxx xx xxxxx xxxxxxx xxx xxxxxx xxxx xxxxxxxxxx xx xxx xxxxxxx xxxxx xxxx xx xxxxxxxx.

SIGNATURE:

_____________________________

________ (DIRECTOR / SECRETARY)

SCHEDULE 1

THE CONTRACT

A copy of the Contract dated ________ is to be attached in the space below.

SCHEDULE 2

THE AGREED AMENDMENTS

An amended (and re-numbered, where appropriate) copy of the Contract should be attached below.

Any insertions should be shown with an underline. Any deletions should be shown with a strike-through (strike-through).