Amendment to Agreement - Template, Sample Form Online Pro · US-law

AMENDMENT TO AGREEMENT

THIS AMENDMENT TO AGREEMENT (this “Amendment”) is made and entered into as of ________ (the “Effective Date”), by and between the parties identified below.

BETWEEN:

________, a ________ organized under the laws of the State of ________, with its principal place of business at ________ (“Party One”);

-AND-

________, a ________ organized under the laws of the State of ________, with its principal place of business at ________ (“Party Two”).

Party One and Party Two are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A.  The Parties entered into that certain agreement titled ________, dated ________ (as previously amended, if at all, the “Contract”), for the following purpose:

________

B.  The Parties now desire to amend the Contract upon the terms and conditions set forth in this Amendment.

C.  This Amendment constitutes the ________ amendment to the Contract.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

§ 1. Amendments to the Contract.

Effective as of the Effective Date, the Contract is hereby amended as follows:

1.1 Additions.  The following provisions are hereby added to the Contract and shall be read and construed as a part thereof:

________

1.2 Deletions.  The following provisions are hereby deleted from the Contract in their entirety and shall be of no further force or effect:

________

1.3 Modifications.  The following provisions of the Contract are hereby amended and restated to read in their entirety as follows:

________

§ 2. Conflict.  In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall govern and control, but only to the extent of such conflict or inconsistency.

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§ 4. Entire Agreement.  This Amendment, together with the Contract, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations, and agreements, whether written or oral, relating thereto. No amendment to or modification of this Amendment shall be effective unless made in writing and signed by an authorized representative of each Party.

§ 5. Representations and Authority.  Each Party represents and warrants that (a) it has the full right, power, and authority to enter into and perform this Amendment; (b) the execution and delivery of this Amendment have been duly authorized by all necessary corporate or organizational action; and (c) this Amendment constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

§ 6. Governing Law; Venue.  This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of ________, without regard to its conflict-of-laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ for the resolution of any dispute arising out of or relating to this Amendment.

§ 7. Severability.  If any provision of this Amendment is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, or if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect.

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§ 9. Miscellaneous.  Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract. Headings are inserted for convenience only and shall not affect the interpretation of this Amendment. Words in the singular include the plural and vice versa, and words denoting any gender include all genders. No rule of construction requiring interpretation against the drafting Party shall apply.

IN WITNESS WHEREOF, the Parties have duly executed this Amendment under seal as of the Effective Date first written above.

PARTY ONE:

________

..........................................................................................
By: ________
Title: ________
Date: ________

PARTY TWO:

________

..........................................................................................
By: ________
Title: ________
Date: ________

WITNESS / NOTARY ACKNOWLEDGMENT

State of ________, County of ________.

On this ________, before me, the undersigned notary public, personally appeared the above-named signatories, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to this instrument and acknowledged that they executed the same in their authorized capacities.

..........................................................................................
Notary Public Signature
My commission expires: ________