AMENDMENT NO. [____] TO [AGREEMENT TITLE]

This Amendment ("Amendment") is made effective as of the date specified in Article VI below.

ARTICLE I — PARTIES AND ORIGINAL AGREEMENT

A. Parties

1. First Party

(referred to as "[PARTY A NAME]")

2. Second Party

(referred to as "[PARTY B NAME]")

B. Original Agreement

The parties entered into that certain [AGREEMENT TITLE] dated [__/__/____] (the "Original Agreement").

C. Prior Amendments

The Original Agreement and all prior amendments are collectively the "Agreement." Capitalized terms not defined herein have the meanings in the Agreement.

ARTICLE II — BACKGROUND AND PURPOSE

A. The parties wish to modify the Agreement as described in this Amendment.

B. The Agreement ☐ does / ☐ does not require that modifications be in writing.

FLORIDA LAW — Statute of Frauds (Fla. Stat. § 725.01):
Florida law requires certain contracts to be in writing and signed by the party to be charged, including:
- Agreements not performable within one year from the making thereof;
- Special promises to answer for the debt, default, or miscarriage of another;
- Agreements for the sale of lands, tenements, or hereditaments, or any uncertain interest in them;
- Agreements authorizing agents to convey real property (must be in writing).

If the original Agreement falls within the Statute of Frauds, amendments must also comply with the writing requirement. This written Amendment satisfies § 725.01.

FLORIDA LAW — Parol Evidence (Fla. Stat. § 90.952):
Florida courts apply the best evidence rule and parol evidence rule rigorously. Prior or contemporaneous oral agreements are generally inadmissible to modify terms of a fully integrated written contract. All modifications should be documented in writing.

C. Each signatory represents authority to bind the respective party.

ARTICLE III — DEFINITIONS

A. New Definitions:

"[________________________________]" means [________________________________].

B. Amended Definitions:

The term "[________________________________]" in Section [____] is amended to mean: [________________________________].

C. Deleted Definitions:

The term "[________________________________]" in Section [____] is removed.

ARTICLE IV — SPECIFIC AMENDMENTS

Mark each applicable category:

Section 1 — Adding Provisions

☐ Selected

New Section [____] is added to the Agreement:

"[________________________________]"

Section 2 — Removing Provisions

☐ Selected

Section [____] (titled "[________________________________]") is deleted. Remaining sections ☐ will / ☐ will not be renumbered.

Section 3 — Replacing Provisions

☐ Selected

Section [____] is deleted and replaced:

Deleted Language: "[________________________________]"

New Language: "[________________________________]"

Section 4 — Pricing and Payment Changes

☐ Selected

FLORIDA NOTE — Interest and Usury: Florida's legal rate of interest is 12% per annum when no rate is specified (Fla. Stat. § 687.01). The maximum lawful rate is 18% for obligations under $500,000 and 25% for obligations of $500,000 or more (Fla. Stat. § 687.02). Charging interest above the lawful rate may result in forfeiture of the entire amount of interest charged (Fla. Stat. § 687.04). Verify compliance when amending payment terms.

Section 5 — Term Extension or Modification

☐ Selected

☐ The Agreement is extended through [__/__/____].
☐ Auto-renewal is ☐ added / ☐ removed / ☐ modified to: [________________________________].
☐ The Agreement converts to month-to-month as of [__/__/____].
☐ Termination date changes to [__/__/____].

FLORIDA NOTE: If this extension causes the Agreement to have a term exceeding one year from its original date, the amended Agreement may fall within the Statute of Frauds (§ 725.01) even if it did not originally. This written Amendment satisfies that requirement.

Section 6 — Party Changes

☐ Selected

☐ Joinder: [________________________________] joins the Agreement as a ☐ party / ☐ guarantor, effective [__/__/____]. Assumed obligations: [________________________________].

☐ Release: [________________________________] is released effective [__/__/____]. Conditions: [________________________________].

Section 7 — Other Changes

☐ Selected

[________________________________]

ARTICLE V — EXHIBITS AND SCHEDULES

☐ Replace: Exhibit [____] is replaced with Exhibit [____]-R attached hereto.

☐ Add: New Exhibit [____] is added (attached hereto).

☐ Remove: Exhibit [____] is deleted.

ARTICLE VI — EFFECTIVE DATE

☐ Upon Execution. Effective on the date of the last signature.

☐ Specified Date. Effective [__/__/____].

☐ Retroactive. Effective as of [__/__/____]. The parties ratify all actions taken consistent with this Amendment between the retroactive date and execution.

FL Practice Tip: Florida courts generally honor retroactive provisions between parties but will not enforce them to the detriment of third-party vested rights. Consider impact on Florida Department of Revenue filings, documentary stamp taxes on real property instruments, and insurance obligations.

ARTICLE VII — CONSIDERATION AND LEGAL FRAMEWORK

A. Contract Classification

☐ Common Law (Services / Real Property / Other). Florida follows the pre-existing duty rule — a promise to perform an existing obligation is not valid consideration. New consideration for this modification: [________________________________].

☐ UCC Article 2 (Goods). Under Fla. Stat. § 672.209(1), no consideration is needed to modify a goods contract. Good faith is required.

☐ Mixed. Additional consideration: [________________________________].

B. Statute of Frauds — Fla. Stat. § 725.01

This signed Amendment satisfies the writing requirement for any provisions within the Statute of Frauds, including:

• Agreements not performable within one year
• Promises to answer for debt of another
• Sales of lands or interests therein
• Sale of goods of $500+ (Fla. Stat. § 672.201)

C. Integration and Parol Evidence

This Amendment and the Agreement constitute the full understanding of the parties on the matters amended. No prior or contemporaneous oral statement shall vary or supplement these terms.

D. Mutual Acknowledgment

The parties confirm that the mutual covenants herein constitute good and valuable consideration, receipt and sufficiency acknowledged.

ARTICLE VIII — AUTHORITY AND REPRESENTATIONS

Each party represents and warrants:

(a) Full power and authority to execute this Amendment;

(b) The signatory is duly authorized;

(c) This Amendment is a valid, binding obligation;

(d) No conflict with any law, order, or agreement;

(e) All necessary consents obtained;

(f) For Florida entities: Duly organized or qualified to do business in Florida, in good standing with the Florida Department of State, Division of Corporations, with all required entity-level authorizations.

ARTICLE IX — RATIFICATION AND CONTINUING EFFECT

A. All terms of the Agreement not expressly amended remain in full force and are ratified.

B. This Amendment prevails in case of conflict with the Agreement.

C. References to "this Agreement" in the Agreement or related documents mean the Agreement as amended.

D. This Amendment, together with the Agreement, constitutes the entire understanding regarding the matters amended. No oral agreements shall vary or supplement these terms.

ARTICLE X — GOVERNING LAW AND FORUM

A. Governed by the laws of the State of Florida without regard to conflict-of-laws principles.

B. Exclusive jurisdiction: state and federal courts in [________________________________] County, Florida.

C. Each party consents to personal jurisdiction and waives objections to venue.

D. Jury trial waiver: The parties waive any right to jury trial in actions arising under this Amendment, to the fullest extent permitted by Florida law.

ARTICLE XI — COUNTERPARTS AND ELECTRONIC EXECUTION

A. May be executed in counterparts, each an original, all together one instrument.

B. Electronic signatures are valid under the Florida Uniform Electronic Transaction Act (Fla. Stat. § 668.50) and the Federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

C. PDF or electronic delivery of a signed counterpart has the same effect as an original.

ARTICLE XII — SIGNATURES

IN WITNESS WHEREOF, the parties execute this Amendment as of the dates below.

[PARTY A — FULL LEGAL NAME]

[PARTY B — FULL LEGAL NAME]

ADDITIONAL / NEW PARTY (if applicable): [FULL LEGAL NAME]

SCHEDULE 1: AMENDMENT LOG

SCHEDULE 2: REPLACEMENT EXHIBITS

Attach replacement or new exhibits following this page.

Sources and References

• Fla. Stat. § 725.01 (Statute of Frauds): https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0700-0799/0725/Sections/0725.01.html
• Fla. Stat. § 672.209 (UCC Modification)
• Fla. Stat. § 668.50 (UETA)
• Fla. Stat. §§ 687.01–687.04 (Interest and Usury)
• Fla. Stat. § 90.952 (Best Evidence Rule / Parol Evidence)

This template is for informational purposes only and does not constitute legal advice. Have it reviewed by a Florida-licensed attorney before execution.