There are times when a contract needs to be modified for whatever reason. Perhaps there was an overlooked precaution, a modification that needs to be made on a clause, or a new member of the team who directly affects procedure. When a contract is modified, it does not necessarily imply that the original agreement was ineffective. It just means that one or both parties felt a need to edit a section of the contract. There is a way to draw up a proper addendum, and though it is not difficult to do, it is crucial to include all the essentials.
Why Write an Addendum
Instead of getting rid of the old contract and starting over from scratch, it is easier to add an addendum to the document. Adding an addendum allows all parties involved to edit specific sections of the contract without making the rest of the contract void.
Below are listed reasons for writing an addendum. This list is not exhaustive, however.
- Adding a new clause
- Replacing a clause with new language
- Changing a date
- Extending a deadline
- Clarifying language that could be ambiguous in the original contract
The text for each addendum will vary depending on the change made. The skeleton of the document is pretty much the same all around.
Tips for Writing an Addendum
Before going into key elements of an addendum, always remember that clarity is critical. Whenever you write an addendum, it should be as straightforward as possible. The reason for this document is to make changes to the contract or clarify a section of the contract, not obscure the existing content.
Before you write an addendum, you should have an attorney verify it is the correct solution. You do not want to waste any time writing a document if there’s a better solution. There also may be a clause in the original contract that blocks anyone from making changes to the terms of the agreement. An attorney can determine if this clause will allow an addendum.
Use the same formatting as the original contract. That means font type, size, margins, etc. Doing this helps show that the two documents are related.
Language means many things in this case.
- Use the correct legal language to have the addendum modify the contract, not make the original contract void.
- Follow the same style of language used in the original contract. The voice used between the two documents should remain as similar as possible.
- The language you use must be clear and concise. If you are writing the addendum to clarify something in the original contract, do not make it worse by filling the addendum with ambiguous language.
You need to have the proper legal wording, but you do not need to have a bunch of fluff or go on and on. State the changes, make it clear, and leave it at that.
Title of the Addendum
The title of the addendum should be the same as the original contract. If it is not the same, you could lose the addendum. It also may not hold up in any legal proceedings. For example, the title should be something like the following:
“Addendum to the Contractor Agreement Between LMP Industries Inc. (client) and John Smith (contractor) dated July 13, 2020 (hereinafter referred to as the original contract).”
Specify the date the addendum goes into effect. If you do not do this, parties will not know when the new wording goes into play.
Specific List of Changes
Your addendum needs to list the changes that are being made specifically. You need to say which section, subparagraph, and so on. You cannot leave anything to assumption.
You also need to note if the text is being changed or if it is an entirely new item. Use strikethrough, italic font, and bold font to indicate where the text is being added, deleted, or modified.
In every addendum you write, there needs to be a concluding paragraph stating that the addendum does not nullify the original contract. This is often known as a restatement clause. The following wording is most commonly used:
“The parties reaffirm no other terms or conditions of the above mentioned original contract not hereby otherwise modified or amended shall be negated or changed as a result of this here stated addendum.”
This may seem like an obvious bit, but it can sometimes be overlooked when you are focusing on everything else in the addendum. Make sure to include space at the end of the addendum where all parties involved can sign.
Include a space where the signatures can be notarized. This is just as important as the signature block.
Attach the Documents
Once you finish writing the addendum and it is signed and notarized, attach it to all copies of the original contract. By attaching the two documents, anyone else who looks at the document in the future will know that there is more to the document than just the original contract.
Not only do you need to attach the two documents physically, but you also need to note this in the addendum.
“The original Employment Contract dated January 1, 2020, is attached and made a part of this document.”
Writing an addendum is a very important task, and a good document is not written overnight. If you are thorough, take your time, and follow the tips above, your addendum will be professional and presentable.