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Amendment Clause

A provision requiring any change to the contract to be made in a signed writing, blocking informal or oral modifications.

Reviewed by GC AI Solutions Team•Updated August 2026

Definition

An amendment clause, also called a contract amendment clause, modification clause, or no-oral-modification (NOM) clause, requires any change to the contract to be made in a written instrument signed by the parties. It blocks a party from later claiming the deal was altered by an email, a phone call, or a course of conduct. Most versions require signatures from both sides, though some let one party amend unilaterally on notice. Courts generally enforce these clauses, with limits: under UCC 2-209 and some common-law rules, a party's conduct or reliance can still waive the writing requirement.

  • Requires any amendment to be in writing and signed by the parties
  • Blocks claims that an oral agreement or email changed the terms
  • Names who has authority to sign an amendment on each side
  • Sets whether one party may amend unilaterally, and on what notice
  • Works with the no-waiver clause to keep informal conduct from rewriting the deal

Signed-writing requirements for amendments are near-universal in commercial contracts, while unilateral amendment rights remain common in click-through and SaaS terms.

What It Does

An amendment clause decides what counts as a change to the deal. Without it, a friendly email thread or a verbal “sure, that’s fine” can become an argument that the contract moved. For in-house counsel, it keeps the agreement stable and the change process disciplined. The operative questions are whether amendments require a signed writing from both sides, who has authority to sign, and whether either party can change terms unilaterally on notice. A practical test: if your operations team has been doing something different from what the contract says for months, this clause is what determines whether that practice has rewritten the deal.

When You'll See It

The amendment clause appears in the boilerplate of almost every contract: commercial agreements, purchase agreements, employment letters, license agreements, and credit facilities. It lives in the miscellaneous or general provisions, next to waiver and entire agreement. The drafting varies most in SaaS and online terms, where vendors reserve the right to amend unilaterally.

It matters most where a relationship evolves through day-to-day practice, because that is where conduct-based modification arguments arise. The more your teams improvise around the written terms, the more this clause decides whether the contract still says what it says.

Examples

Barnes & Noble Education, Inc.

Kevin Watson, Amended Employment LetterWriting signed by bothMutual2024
"[This letter agreement] may not be amended or modified except by an instrument in writing signed by you and the Company."
Source

Lexicon Pharmaceuticals, Inc.

Invus US Partners LLC, Purchase AgreementWriting signed by bothMutual2022
"[This Agreement] may not be amended or modified except by an instrument in writing signed by, or on behalf of, the parties hereto."
Source

Blue Owl Capital Holdings LLC

Blue Owl Technology Income Corp., License AgreementWriting signed by all partiesMutual2023
"[This Agreement] may not be amended or modified except by an instrument in writing signed by all parties hereto."
Source

Axalta Coating Systems Ltd.

Sean M. Lannon, Separation and Release AgreementNo oral modification + writing signedMutual2023
"No Oral Modification. This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the Company."
Source

Negotiate

If you want stability

You want no surprise changes

  • Require every amendment to be in a writing signed by authorized representatives of both parties.
  • Reject any unilateral amendment right, especially in vendor or SaaS terms.
  • Name the specific signatories or titles authorized to bind each side.
  • Pair the clause with a no-oral-modification statement and a no-waiver clause.
  • Require that each amendment reference the original agreement and its date.

If you want flexibility to change terms

You are the vendor

  • Reserve a right to amend operational terms on advance written notice.
  • Tie any unilateral change to a notice period and a right to terminate if rejected.
  • Allow amendment by exchange of signed counterparts or electronic signature.
  • Permit amendment of schedules or order forms without reopening the master agreement.
  • Keep a lightweight change-order process for routine adjustments.

If it is not in a signed writing, treat it as not in the deal.

Red Flags

  • A unilateral amendment right with no notice or right to terminate, letting one side rewrite terms at will.

  • A no-oral-modification clause with no no-waiver clause, leaving conduct-based modification arguments open.

  • Amendment authority granted to anyone, with no named or titled signatory.

  • Electronic acceptance treated as a signed amendment without clear assent.

  • A clause silent on schedules and order forms, so it is unclear whether they can change without a full amendment.

Amendment Clause FAQs

What is an amendment clause?
A provision requiring any change to the contract to be made in a signed writing, blocking informal or oral modifications.
What is the difference between an amendment and a waiver?
An amendment changes a contract term going forward. A waiver gives up the right to enforce a term on a particular occasion without changing it. They are often governed by separate clauses.
How do you amend a contract?
Sign a written amendment that identifies the original agreement, states the changed terms, and is executed by authorized representatives of each party as the clause requires.
Does a no-oral-modification clause always hold up?
Usually, with limits. Under UCC 2-209 and some common-law rules, a party's conduct, reliance, or waiver can override a writing requirement.
Can one party amend a contract unilaterally?
Only if the contract grants that right. Unilateral amendment is common in SaaS and online terms, typically tied to notice and a right to stop using the service.
Do contract amendments need to be signed by both parties?
When the clause requires mutual signatures, yes. Some clauses allow electronic signatures or counterpart execution, and a few permit unilateral changes on notice.

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This content is for informational purposes only and does not constitute legal advice.