Variation of existing contract terms (deed)

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What's a variation of existing contract terms (deed), and when do you need it?

This agreement alters the terms of an existing agreement to enable the contracting parties to vary what they originally agreed. To allow the parties to conserve certainty of contract terms at all times, most well-drafted agreements will not legally accommodate a variation of the original terms without express agreement in writing.

This is where a variation clause comes in. Variation clauses typically insist that any changes to the contract terms must be made in writing and signed by all parties. This way, all parties involved are better protected from the contract changing inadvertently, without express agreement and, crucially, without written proof of their express agreement. Often, you’ll find this clause towards the end of the contract document. Our templates contain it as a matter of course.

The template here can be used in relation to any contract where the contracting parties have agreed to its terms being varied (except where the change you’re looking for is a change of contracting party).

Doing the variation as a deed (which is what our template does) ensures it is valid even if only one of the parties is making a contractual concession (the variation) and the other is giving nothing in return for this new benefit.

The template won’t be appropriate if you want to vary an existing contract and the other party does not want to do so. Often, where these circumstances arise, the reason for wanting to vary the contract is because one party has breached its existing terms – and often it is the breaching party who is seeking the variation.