Amendment Agreement

Event service agreements routinely contain an amendment and modification provision, sometimes located in the section containing miscellaneous provisions. These provisions address the way the contracting parties (i.e., DMC and Client) may amend or modify the agreement. They typically require that all amendments and modifications must be in writing and signed by each of the parties or the party against which the amendment or modification is to be enforced. Some provisions also require the signed writing to be identified as an amendment to the event service agreement.

 

Despite the widespread use of an amendment and modification provision, in practice, many DMCs and their clients operate informally and waive or modify contractual rights and obligations throughout the term of the event service agreement without executing any written records. Therefore, even if an event service agreement contains an express amendment and modification provision, many courts uphold oral amendments, modifications, and waivers based on the parties’ words and actions.

 

To prevent the enforcement of an unintended oral modification or waiver, however, a contracting party is highly advised to execute appropriate written documentation if it is (i) making or accepting any modifications or other amendments to the event service agreement or (ii) waiving its rights or the opposing party’s non-performance.

 

This amendment agreement is a general amendment that can be used by parties to many types of commercial contracts when they have agreed to modify the contract by removing, adding, or changing one or more of its provisions. Once effective, the terms of the amendment apply for the remainder of the contract term. Therefore, if modifications are required for other types of dealings (e.g., vendor contract), do not hesitate to utilize this document where appropriate.

 

To fully understand the legal and practical effects of a contract amendment, the parties must read and interpret the amendment alongside the underlying contract. If a proposed amendment is complicated or if the parties have previously executed other stand-alone amendments, they may instead amend and restate the entire contract. This involves preparing and executing a single agreement that reproduces all the terms and provisions of the contract as modified to reflect the cumulative effect of all amendments agreed to on or before the date of the amended and restated agreement. For our purposes, this amendment agreement is a stand-alone amendment agreement.

 

Things to keep in mind when reviewing and editing the amendment agreement to suit your needs:

 

• Bracketed items in ALL CAPS and highlighted yellow should be completed with the facts of the transaction. Bracketed items in sentence case are either optional provisions or include alternative language choices, to be selected, added, or deleted at the drafter’s discretion.

 

• This amendment agreement assumes that certain defined terms included in optional or alternative language selections are defined in the event service agreement to which the amendment relates. If used, they should be conformed to the defined terms used in the event service agreement.

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• These terms are being used in a business-to-business transaction. This amendment agreement should not be used in a consumer contract, which may involve legal and regulatory requirements and practical considerations that are beyond the scope of this resource.

 

• The parties to the agreement are US entities and the transaction takes place in the US. If any party is organized or operates in, or any part of the transaction takes place in a foreign jurisdiction, these terms may need to be modified to comply with applicable laws in the relevant foreign jurisdiction.

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• There are two parties to the event service agreement and both are legal entities. The parties must adjust if (i) either contracting party is an individual person; or (ii) there are more than two parties to the event service agreement.