If a contract already exists and you and the other party want to modify some element of it -- whether it's

an addition (addendum), deletion, correction, or similar change -- an amendment is an ideal solution.

An amendment doesn't replace the whole original contract, just the part that's changed by the
amendment (for example, the delivery date or the price for goods). If a contract requires extensive
changes, it's generally wiser to create an entirely new agreement or, alternatively, to create an
"amendment and restatement," an agreement in which the prior contract is reproduced with the
changes included. Read on to learn more about amendments to contracts and how to use them. (To see
what a contract amendment looks like, check out Nolo's Sample Amendment to Contract.)
Put Your Amendment in Writing?
Some contracts contain clauses such as the one below, which requires that any amendments be made in
writing and signed by both parties.
ENTIRE AGREEMENT

This is the entire agreement between the parties. It replaces and supersedes any and all oral
agreements between the parties, as well as any prior writings. Modifications and amendments to this
agreement, including any exhibit or appendix, shall be enforceable only if they are in writing and are
signed by authorized representatives of both parties.
Surprisingly, the requirement that modifications be in writing provided in the above clause is not always
enforced. The reasoning, as expressed by one court, is this: Parties to a contract cannot, even by a
written provision in the contract, deprive themselves of the power to alter or terminate that contract by
a later agreement; so a written contract may be modified by the parties in any manner they choose. In
other words, a contract clause requiring written amendments will not always be enforced. The chances
of it being enforced go down if one or both parties relied on an oral modification in carrying out the
contract.
This is not to say that you should disregard clauses requiring modifications in writing or prohibiting oral
amendments -- or avoid using such clauses in agreements. Written amendments -- like written
agreements in general -- have many advantages over oral agreements, and a party seeking to enforce an
oral modification despite a clause prohibiting them will face an uphill battle in court. In addition, state
law requires that some types of amendments must be in writing -- for example, amendments for
transfers of real or intangible property and certain financial contracts must be in writing.
Amendments, Consents, and Waivers
There are times when the parties want to deviate from the agreement, but don't need to modify it. For
example, one party to a nondisclosure contract might give the other party permission to disclose certain
facts to certain people, even though that might technically violate the language of the contract. These
deviations -- in which a party waives a provision or permits something that is otherwise prohibited by
the contract -- are sometimes considered amendments, although they are more properly defined as
"waivers" or "consents." Unlike an amendment, a consent or waiver doesn't modify the agreement
itself; instead, it excuses or permits activities that are otherwise prohibited by the contract. Consents
and waivers should be in writing.
Creating an Amendment to Contract
The goal when creating a contract amendment is to be as specific and concise as possible. The document
can appear informal -- for example, like a letter agreement -- or it can resemble the original contract in
font and layout. Generally, amendments come in one of three different styles which are discussed
below, all with corresponding examples.
Method #1: Redlines and strikethroughs. Under this method, additions and deletions to the contract are
shown visually, with additions underlined and deleted text crossed out. (Most word processing
programs allow you to choose "strikethrough" as a font style choice.) A statement describing the
process used to draft the amendment commonly precedes the amendment itself. An example is below.
EXAMPLE #1

The parties agree to amend the Agreement by the following additions (indicated by underlining) and
deletions (indicated by strikethroughs):
Section 7 is amended to read as follows:
7. Term. The Term of this Agreement shall be from July 31, 2009 to July 31, 2010 2011. The Agreement
may be renewed on an annual basis for additional two-year terms following the initial term, upon
written agreement of the parties. The parties must mutually inform each other of their intention to
renew the Agreement no later than January 31 June 1 of each year in which the Agreement is set to
terminate.
Method #2: Clause is replaced in its entirety. In this method, when amending a contract you simply state
that a whole clause has been replaced, and provide the new clause. Here's how it looks.
EXAMPLE #2

Section 7 is replaced in its entirety by the following:
7. Term. The Term of this Agreement shall be from July 31, 2009 to July 31, 2011. The Agreement may
be renewed for additional two-year terms following the initial term, upon written agreement of the
parties. The parties must mutually inform each other of their intention to renew the Agreement no later
than June 1 of each year in which the Agreement is set to terminate.
Method #3: Describing the amendment. Using this approach, the changes are described. This is often
shorter but requires the parties to check against the existing text of the contract.
EXAMPLE #3

The first sentence of Section 7 is amended by modifying "2010" to "2011." The second sentence is
amended by striking "on an annual basis," and replacing it with "for additional two-year terms." The
date in the last sentence is modified from "January 31" to "June 1."
You can choose whichever method suits you or combine them if you wish. The important thing, as with
all contract drafting, is that your intentions are clear to all parties as well as to third parties reading the
amendment. In addition, be sure to change any cross-references, if necessary.
Modifications Before the Contract is Signed
If a contract is modified before it is signed, such changes are not "amendments." If you wish to
handwrite a change into an agreement that been printed out for signature -- for example, because you
noticed a typo at the last minute -- you can use a pen to do so and have both parties initial it. Although
not technically an amendment, these modifications are sometimes labeled as such.