(a) Amendments

A provision on amendments should address two elements. First, an amendment should be in writing, to ensure that both parties understand the scope and nature of any contract changes and to be able to keep track of the status of the contract. Second, it should not be possible to amend a contract inadvertently, binding a party to the informal promises of a junior sales representative for example. Amendments should therefore be considered (and accepted) only by the persons authorised to act on behalf of the relevant party. Consider the following clause:

Amendments. No amendment of this Agreement shall bind a Party unless it is in writing and duly signed by the Parties.

The inclusion of this provision attempts to prevent a business representative of one party making promises they cannot uphold and also to prevent such promises from becoming binding because the other party acted in reliance on them. The amendment clause builds in certainty that the management of a company, not an arbitrary employee, is responsible for any assurances made by the company.

Important note. The scope of the provision is not as firm and certain as it appears, because if the same employee starts to repeat his promises and the company appears to support this (or acts accordingly), the company may nevertheless be bound.