AMENDMENT TO DESCRIPTION AGREEMENT
This amendment to description agreement is between PARTY ONE NAME, in
capital letters (“First Party Short Name”) and PARTY TWO NAME, in capital letters
(“Second Party Short Name”).
First Party Short Name and Second Party Short Name are parties to the description
agreement dated Month Day, Year (the “Original Agreement”), a copy of which is
attached as Exhibit A.
Pursuant to section Number of the Original Agreement relating to amendments, the
parties wish to amend the Original Agreement.
The parties therefore agree as follows:
1. PURPOSE.
This amendment is the Number amendment to the Original Agreement. The purpose of
this amendment is to describe general purpose of amendment.
2. AMENDED PROVISIONS.
The Original Agreement is amended and supplemented as follows:
(a) Section Number will now read: insert replacement text for relevant section
(b) Section Number will now read: insert replacement text for relevant section
(c) Section Number will now read: insert replacement text for relevant section
3. TERM.
This amendment will become effective as described in section 12 below, and will remain
in effect through the term of the Original Agreement, unless terminated at an earlier
date pursuant to the provisions of the Original Agreement or by law.
4. INCONSISTENCY.
If there is a conflict between this amendment and the Original Agreement, the terms of
this amendment will govern.
5. AGREEMENT CONTINUANCE.
Except as expressly modified and supplemented by this amendment, all other terms and
conditions in the Original Agreement remain in full effect and continue to bind the
parties.
Amendment 1
6. AMENDMENTS.
No amendment to this amendment will be effective unless it is in writing and signed by
a party or its authorized representative.
7. COUNTERPARTS; ELECTRONIC SIGNATURES.
(a) Counterparts. The parties may execute this amendment in any number of
counterparts, each of which is an original but all of which constitute one and the
same instrument.
(b) Electronic Signatures. This amendment, agreements ancillary to this
amendment, and related documents entered into in connection with this
amendment are signed when a party’s signature is delivered by facsimile, email,
or other electronic medium. These signatures must be treated in all respects as
having the same force and effect as original signatures.
8. SEVERABILITY.
If any provision contained in this amendment is, for any reason, held to be invalid,
illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will
not affect any other provisions of this amendment, but this amendment will be
construed as if the invalid, illegal, or unenforceable provisions had never been contained
in it, unless the deletion of those provisions would result in such a material change so as
to cause completion of the transactions contemplated by this amendment to be
unreasonable.
9. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this amendment will be effective unless it is in writing and
signed by the party waiving the breach, failure, right, or remedy. No waiver of any
breach, failure, right, or remedy will be deemed a waiver of any other breach, failure,
right, or remedy, whether or not similar, and no waiver will constitute a continuing
waiver, unless the writing so specifies.
10. ENTIRE AGREEMENT.
This amendment, together with the Original Agreement, constitutes the final agreement
of the parties. It is the complete and exclusive expression of the parties’ agreement with
respect to its subject matter. All prior and contemporaneous communications,
negotiations, and agreements between the parties relating to the subject matter of this
amendment are expressly merged into and superseded by this amendment. The
provisions of this amendment may not be explained, supplemented, or qualified by
evidence of trade usage or a prior course of dealings. Neither party was induced to enter
this amendment by, and neither party is relying on, any statement, representation,
warranty, or agreement of the other party except those set forth expressly in this
Amendment 2
amendment. Except as set forth expressly in this amendment, there are no conditions
precedent to this amendment’s effectiveness.
11. HEADINGS.
The descriptive headings of the sections and subsections of this amendment are for
convenience only, and do not affect this amendment’s construction or interpretation.
12. EFFECTIVENESS.
This amendment will become effective when all parties have signed it. The date this
amendment is signed by the last party to sign it (as indicated by the date associated with
that party’s signature) will be deemed the date of this amendment.
13. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions
necessary or desirable to consummate and make effective the transactions this
amendment contemplates or to evidence or carry out the intent and purposes of this
amendment.
[SIGNATURE PAGE FOLLOWS]
Amendment 3
Each party is signing this agreement on the date stated opposite that party’s
signature.
FIRST PARTY FULL NAME, if not an individual
Date: __________________ By:
Name: Name of Person Signing
Title: Title of Person Signing
SECOND PARTY FULL NAME, if not an individual
Date: __________________ By:
Name: Name of Person Signing
Title: Title of Person Signing
Amendment 4
EXHIBIT A
Attach copy of Original Agreement
Amendment A-1