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 amend the Agreement as set forth in this Amendment.

B. The Agreement ☐ does / ☐ does not contain a "No Oral Modification" (NOM) clause.

NEW YORK LAW — N.Y. Gen. Oblig. Law § 15-301:
New York is among the few states that enforce NOM clauses by statute. Section 15-301 provides: "A written agreement or other written instrument which contains a provision to the effect that it cannot be changed orally, cannot be changed by an executory agreement unless such executory agreement is in writing and signed by the party against whom enforcement of the change is sought or by his agent."

Limited Exceptions:
- Estoppel: A party may be estopped from invoking § 15-301 if it induced significant and substantial reliance on an oral modification, and the relying party's conduct is not otherwise compatible with the written agreement.
- Partial Performance: Conduct must be "unequivocally referable" to the oral modification. See Israel v. Chabra, 12 N.Y.3d 158 (2009).

This written Amendment eliminates any risk associated with these narrow exceptions.

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

Section 5 — Term Extension or Modification

☐ Selected

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

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.

NY Practice Tip: New York courts generally enforce retroactive provisions between the parties, but will not permit retroactivity to prejudice third-party vested rights. Verify that retroactivity does not create adverse New York State or City tax consequences.

ARTICLE VII — CONSIDERATION AND LEGAL FRAMEWORK

A. Contract Classification

☐ Common Law (Services / Real Property / Other). New York follows the pre-existing duty rule. New consideration for this modification: [________________________________].

☐ UCC Article 2 (Goods). Under N.Y. U.C.C. § 2-209(1), no consideration is needed. Good faith is required.

☐ Mixed. Additional consideration: [________________________________].

B. Statute of Frauds — N.Y. Gen. Oblig. Law § 5-701

Agreements that by their terms cannot be performed within one year, promises to answer for debt of another, and goods contracts over $500 (N.Y. U.C.C. § 2-201) must be in writing. This signed Amendment satisfies the Statute of Frauds.

C. Parol Evidence

This Amendment, together with the Agreement, embodies the complete understanding of the parties regarding the matters amended herein. No prior or contemporaneous oral statement may contradict, vary, or supplement these terms.

D. Mutual Acknowledgment

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

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 entities: Duly organized, validly existing, in good standing, 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. No Oral Modification. Consistent with N.Y. Gen. Oblig. Law § 15-301, this Amendment cannot be modified, discharged, or terminated orally. Any change must be in writing signed by the party against whom enforcement is sought.

ARTICLE X — GOVERNING LAW AND FORUM

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

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

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

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 New York Electronic Signatures and Records Act (N.Y. State Tech. Law §§ 301–309) 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

• N.Y. Gen. Oblig. Law § 15-301: https://www.nysenate.gov/legislation/laws/GOB/15-301
• N.Y. Gen. Oblig. Law § 5-701 (Statute of Frauds)
• N.Y. U.C.C. § 2-209
• N.Y. State Tech. Law Art. 3 (ESRA): https://its.ny.gov/electronic-signatures-and-records-act-esra
• Israel v. Chabra, 12 N.Y.3d 158 (2009) — NOM clause enforceability
• Rose v. Spa Realty Assocs., 42 N.Y.2d 338 (1977) — partial performance exception

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