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What is a Contract Addendum?
A contract addendum, also known as an amending agreement, refers to a legal document often added to a preexisting legal document after modification. Once an initial contract is signed, it may be impossible to introduce any amendments without adulterating the document. A contract addendum serves to accommodate any extra amendments to such initial agreements.
Ideally, the contract addendum ensures amendments are made to the initial contract while leaving it intact. In addition, the contract addendum is legally binding. Contract addendums act as post-contract attachments, which allow you to alter or modify any previous terms on an existing contract.
It means that adding something new to a preexisting contract is possible. Within a legal context, contract addendums should have signatures from all the parties in the initial contract.
Here's an article on what is contact addendum.
Example of When to Use a Contract Addendum
There're different instances where an addendum can be helpful. One such example is when appending changes to a lease agreement for a car. For instance, if the initial contract stated that the vehicle is a Honda, but in reality, it's a Hyundai. The addendum should help solve this matter.
The addendum ensures that the mistake is recognized and amended. Once every party in the initial vehicle lease agreement signs the addendum, the changes become legally binding as per the initial contract.
Another example of a contract addendum is when drafting an employment contract. Clauses that may be contentious in such agreements may be amended to reflect the changes. For example, the termination of employment clause is among the common adjustments that may require an addendum.
For instance, if the initial employment contract only stated conditions were death and voluntarily resigning. Then, within a company's discretion, a contract addendum may be added to specify the duties and exceptions for the employees.
In most cases, an employment contract is lengthy. Such critical clauses may be left out intentionally or unintentionally. The contract addendum helps to address any contract clauses that may have been left out in the initial contract. In addition, most employment agreements have gaps that may require an addendum to remedy the gaps.
Other standard addendums may include a review of the salary. Employee contract addendums may also include amendments to the positions and roles held by specific employees.
Here's an article on examples of the contract addendum.
What's Included in a Contract Addendum?
Specific terms and clauses should never be missed in the final contract addendum when preparing a contract addendum.
- Reference of the Original Contract. One of the primary inclusions in a contract addendum is the name and date of the original contract. When you reference the original agreement, you clarify that the new document is an addendum to the original contract. Therefore, the reference should include the title and a clear indication of the details of the initial contract.
- Parties Involved. When drafting the addendum, ensure that the parties involved are well enlisted. It's essential to have the parties to the contract be well defined.
- Addendum's Effective Date. One of the essential elements in an appendix is the effective date. It's crucial to indicate the date when the addendum effectively became binding. When drafting the contract addendum, the date format in the addendum should be the same as the date in the original contract format.
- The Elements in the Original Contract. What should be changed in the addendum should be the specific elements in the original addendum. As such, it's important to indicate the particular aspects of the original contract that may require adjustments. The components of the previous contract should be followed to show the desired changes. One way of addressing the changes is by indicating the changes with italics and bolded fonts. You may also strikethrough the specific clauses.
- The Date You Are Adding the Addendum. It's important to include a date when formulating an addendum. Adding the date will be helpful when reviewing the final addendum.
- Concluding Paragraph. The concluding paragraph is useful when designing the final addendum. The concluding section is helpful because it ensures that the addendum cannot be alterable beyond the final full stop. A concluding paragraph comes at the end of the amendments, marking the end of any changes.
- Signatures. Signatures are important when writing a contract addendum. The signature block should be added at the end of the contract. A signature block with spaces for all parties helps confirm that every individual party to the amendments appends their support for the addendums.
- Notary Block. Including a notary, the block acknowledges the sworn statement made by a notary public. The witnesses in the notary block are party to the signing and the confirmation of the contract in line with the addendum.
Is an Addendum to a Contract Legally Binding?
An addendum can be amended by the person who did the initial document. Or, another party can amend the agreement with the approval of the original signatories. When these contract amendments are made, they become automatically legally binding. The amendments made become part of the contract until further negotiations.
Legal counsel must even ratify the contract terms to affirm its legality. However, the contract addendum cannot become legally binding unless both parties fully understand the terms of the new agreement and the consequences.
Therefore, the parties should approve of the new changes in writing to ratify its legal status. Therefore, a contract addendum is a binding legal document that effectively changes the scope and application of the original contract.
Contract Addendum vs. Amendment
Most people can't differentiate between a contract amendment and a contract addendum. Addendums add something new to the contract instead of only altering the original document.
The addendum becomes binding when the parties named in the contract agree to all the terms. As such, it's important to understand the dynamics of the contract addendum.
On the other hand, a contract amendment may refer to an amendment of the initial contract to improve, fix or clarify some part of the document. For example, the amendment may change the terms and conditions of an agreement by replacing a part of the agreement.
The purpose is the first difference that sets the two apart. An amendment modifies a preexisting clause or element in a contract. For instance, extending a previously agreed-upon deadline is an actual amendment.
On its part, an addendum is a document attached to the original contract. The addendum outlines the additions that will be included in the original contract.
When it comes to the authority, amendments only require the signing parties. The signing parties may also be represented by their legal representatives who can make the intended amendments. Any party can make addendums, on the other hand. Such parties include third parties.
How Do You Write an Addendum to an Agreement?
Writing an addendum can be intricate and requires the input of a lawyer. The addendum should be written using the effective date. On the same note, adopting the same format and tone as the original contract.
When done by our contract lawyers, they want to include all the elements of the previous contract in the addendum sort to amend.
The most important part of a contract addendum is the desired changes. Therefore, it's important to indicate the desired changes when writing the addendum.
Get Your Addendum Done by Professionals
It's important to capture all the dynamics of an addendum. But in most cases, addendums tend to miss critical elements when done outside the legal precincts. If you need a legally binding addendum, post a project in ContractsCounsel’s marketplace to get flat fee bids from lawyers to review.
Meet some of our Contract Addendum Lawyers
I'm a business law generalist with over 24 years of experience, including as in-house General Counsel, as outside counsel through my own firm and as an attorney in an Am Law 100 law firm. My employers and clients uniformly appreciate my ability to (i) negotiate and close transactions quickly and effectively, and (ii) to make the complex simple. Among other things, I can efficiently assist you on entity formation, governance, and structure; HR issues; mergers and acquisitions; and the negotiation and drafting of all types of commercial contracts. I'm the proud recipient of multiple Martindale-Hubbell Client Distinction Awards given only to the top 5% of attorneys for quality of service.
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Mr. Mehdipour attended the University of California San Diego where he received his degree in political science. After graduating from UCSD, Mr. Mehdipour attended Southwestern University School of Law where he received his JD. Upon passing the bar, Mr. Mehdipour gained invaluable experience both in a law firm and business setting. Mr. Mehdipour uses his prior business and legal experiences to negotiate the most advantageous results for his clients.
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