Deed of Variation of Agreement

During the lifetime of a commercial contract, the parties to that contract may have cause to alter it in some way. This may be due, for example, to a change in business circumstances or to a renegotiation of the original agreement.

This Deed of Variation of Agreement is designed for use in such situations and sets out the agreed changes that are to be made to the contract in question. An optional clause is also included allowing the parties to provide reasons or further explanations for the changes.

This document has been reviewed for compliance with current best practice and has received some general adjustments and improvements that bring greater clarity in some important areas including a new requirement to attach a conformed copy of the amended agreement as a schedule. New provisions have also been added to cover situations in which a guarantor has guaranteed certain obligations under the agreement that is to be amended.

It is important to note that execution as a deed is required to ensure that an agreement such as this is legally binding as all other forms of contractual consideration are largely absent. The formalities for executing a document as a deed should be fully understood before proceeding. Please refer to the following document for further guidance: Guidance Note: Formalities for Signing Contracts.

Depending upon the type of party signing (e.g. a company, sole trader, partnership, LLP, etc.) the form of execution clause used in a deed will vary. Model execution clauses are included in the above guidance notes and should be used in place of the basic single-director clauses included in this document as appropriate.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Deed of Variation of Agreement contains the following clauses:

1. Definitions and Interpretation 
2. Variation of the Agreement 
3. [Reasons for Amendments] 
4. [Guarantor's Consent] 
5. [Conformed Copy] 
6. Further Assurance 
7. Costs 
8. Counterparts 
9. Law and Jurisdiction

and the following schedules:

1. The Agreement 
2. Conformed Copy of the Agreement (As Amended)

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