Contract Amendment Template - Texas

AMENDMENT NO. [____] TO [AGREEMENT TITLE]

Amendment Effective Date: [__/__/____]

1. IDENTIFICATION OF ORIGINAL AGREEMENT

This Amendment No. [____] ("Amendment") is entered into as of the date set forth in Section 6, by and between:

Party A:
Name: [________________________________]
Address: [________________________________]
State of Organization/Residence: [________________________________]
("[SHORT NAME / PARTY A]")

Party B:
Name: [________________________________]
Address: [________________________________]
State of Organization/Residence: [________________________________]
("[SHORT NAME / PARTY B]")

This Amendment modifies that certain [AGREEMENT TITLE] dated [__/__/____] between the parties (the "Original Agreement"), as previously amended by:

(collectively, the "Agreement").

Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

2. RECITALS AND AUTHORITY

WHEREAS, the parties entered into the Agreement;

WHEREAS, the parties desire to amend the Agreement as provided herein;

WHEREAS, the Agreement ☐ contains / ☐ does not contain a provision requiring that modifications be in writing;

TEXAS PRACTICE NOTE — Statute of Frauds: Tex. Bus. & Com. Code § 26.01 requires that certain agreements be in writing and signed by the person to be charged, including: (a) contracts for the sale of real estate or a lease for more than one year; (b) agreements not to be performed within one year; (c) promises to answer for the debt of another; (d) agreements made in consideration of marriage; and (e) certain oil and gas agreements. If the Agreement falls within § 26.01, any amendment must also comply with the writing requirement. This signed Amendment satisfies the Statute of Frauds.

TEXAS PRACTICE NOTE — Loan Agreements: Tex. Bus. & Com. Code § 26.02 specifically requires that loan agreements (defined as agreements under which a financial institution loans or delays repayment of money, goods, or another thing of value, or otherwise extends credit, or makes a financial accommodation) must be in writing to be enforceable. Oral modifications of loan agreements are not enforceable in Texas.

NOW, THEREFORE, in consideration of the mutual promises herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree:

3. NEW OR MODIFIED DEFINITIONS

3.1 The following definitions are added to the Agreement:

"[________________________________]" means [________________________________].

3.2 The definition of "[________________________________]" in Section [____] is amended and restated:

"[________________________________]"

3.3 The term "[________________________________]" is deleted from the Agreement.

4. AMENDMENTS

Select applicable amendment types:

4.1 Addition of New Terms

☐ Applicable

The following provisions are added to the Agreement:

New Section [____]:

[________________________________]

4.2 Deletion of Existing Terms

☐ Applicable

Section [____] ("[________________________________]") is deleted in its entirety.

4.3 Replacement of Existing Terms

☐ Applicable

Section [____] is deleted and replaced with:

"[________________________________]"

4.4 Modification of Pricing or Payment Terms

☐ Applicable

TEXAS NOTE — Interest Rate Limits: Tex. Fin. Code § 302.001 supplies a 10% annual ceiling except as otherwise provided by law. Before amending payment terms, counsel must identify the transaction, aggregate and amortize all interest as required, and document any different constitutional, indicated, Chapter 303, Chapter 306, or other applicable ceiling. Usurious contracts remain subject to applicable Chapter 305 penalties.

Effective date for pricing changes: ☐ Amendment Effective Date / ☐ [__/__/____]

4.5 Extension or Modification of Term

☐ Applicable

☐ The term is extended through [__/__/____].
☐ Renewal provisions are modified to: [________________________________].
☐ The Agreement converts to month-to-month effective [__/__/____].
☐ Other: [________________________________].

TEXAS NOTE: Extending an agreement beyond one year from its original date may bring the amended agreement within the Statute of Frauds (§ 26.01) if it was not already within its scope.

4.6 Addition or Removal of Parties

☐ Applicable

☐ Addition: [________________________________] is added as a party effective [__/__/____].
☐ Removal: [________________________________] is released from the Agreement effective [__/__/____], subject to: [________________________________].

4.7 Change of Governing Law or Dispute Resolution

☐ Applicable

See Section 10 for Texas governing law provisions.

4.8 Other Amendments

☐ Applicable

[________________________________]

5. EXHIBIT AND SCHEDULE MODIFICATIONS

☐ Exhibit Replacement. Exhibit [____] is replaced in its entirety with Exhibit [____] attached hereto.

☐ New Exhibit. Exhibit [____] ("[________________________________]") is added to the Agreement.

☐ Exhibit Deletion. Exhibit [____] is deleted from the Agreement.

6. EFFECTIVE DATE AND RETROACTIVITY

☐ Immediate Effect. Effective upon execution by all parties.

☐ Future Date. Effective as of [__/__/____].

☐ Retroactive Effect. Effective as of [__/__/____] (the "Retroactive Date"). The parties ratify all actions taken consistent with this Amendment between the Retroactive Date and execution.

TEXAS NOTE: Texas courts generally permit retroactive amendments between the contracting parties but will not enforce retroactivity that impairs third-party vested rights. Consider the impact on Texas franchise tax filings, recorded instruments, and regulatory compliance.

7. CONSIDERATION

7.1 Type of Contract

☐ Common Law Contract. Texas follows the pre-existing duty rule. A promise to do what one is already obligated to do is not sufficient consideration for a contract modification. The additional consideration supporting this modification is: [________________________________].

☐ UCC Article 2 Contract (Goods). Under Tex. Bus. & Com. Code § 2.209(a), an agreement modifying a contract for the sale of goods needs no consideration to be binding. The modification must be made in good faith.

☐ Mixed Contract. Additional consideration is provided as follows: [________________________________].

7.2 Statute of Frauds Compliance — Tex. Bus. & Com. Code § 26.01

This written, signed Amendment satisfies the Statute of Frauds for any provisions that fall within its scope. The parties acknowledge that oral modifications of agreements within the Statute of Frauds are unenforceable in Texas.

8. REPRESENTATIONS AND WARRANTIES OF AUTHORITY

Each party represents and warrants that:

(a) It has the full power and authority to enter into this Amendment;

(b) The individual executing this Amendment is duly authorized;

(c) This Amendment constitutes a valid, binding obligation enforceable in accordance with its terms;

(d) Execution does not violate any applicable law, regulation, or existing agreement;

(e) All required consents and approvals have been obtained.

For entities organized or qualified in Texas: The signatory represents that the entity is duly organized or qualified to transact business in Texas, is in good standing with the Texas Secretary of State, and has taken all necessary entity-level action to authorize this Amendment.

9. RATIFICATION AND REAFFIRMATION

9.1 Except as expressly amended herein, the Agreement remains in full force and effect and is hereby ratified and confirmed.

9.2 In the event of conflict between this Amendment and the Agreement, this Amendment controls.

9.3 References to "this Agreement" in the Agreement or any related document shall mean the Agreement as amended.

9.4 The Agreement, as amended by this Amendment, constitutes the entire understanding of the parties regarding the subject matter hereof and supersedes all prior oral or written communications with respect to the amendments set forth herein.

10. GOVERNING LAW — TEXAS

10.1 This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.

10.2 Disputes arising under this Amendment shall be resolved in the state or federal courts located in [________________________________] County, Texas, and each party consents to the exclusive jurisdiction of such courts.

10.3 The parties irrevocably waive any objection to venue in such courts, including any claim that such forum is inconvenient.

TEXAS NOTE — Mandatory Venue: For certain Texas business entities, Tex. Civ. Prac. & Rem. Code § 15.002 may govern mandatory venue. Ensure the county selected is consistent with applicable mandatory venue provisions.

11. COUNTERPARTS AND ELECTRONIC SIGNATURES

11.1 This Amendment may be executed in counterparts, each of which is an original and all of which constitute one instrument.

11.2 Electronic signatures are valid and enforceable pursuant to the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ch. 322) and the Federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

11.3 Delivery of an executed counterpart by PDF or electronic transmission is effective as delivery of a manually executed original.

12. EXECUTION

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date(s) below.

PARTY A: [FULL LEGAL NAME]

PARTY B: [FULL LEGAL NAME]

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

ATTACHMENT A: AMENDMENT TRACKING LOG

ATTACHMENT B: REPLACEMENT EXHIBIT(S)

Attach replacement or new exhibits below this page.

Sources and References

• Tex. Bus. & Com. Code § 26.01 (Statute of Frauds): https://statutes.capitol.texas.gov/Docs/BC/htm/BC.26.htm
• Tex. Bus. & Com. Code § 26.02 (Loan Agreement Writing Requirement)
• Tex. Bus. & Com. Code § 2.209 (UCC — Modification)
• Tex. Bus. & Com. Code Ch. 322 (UETA)
• Tex. Fin. Code Ch. 302 (Interest Rate Ceilings)

This template is provided for informational purposes only and does not constitute legal advice. Consult a Texas-licensed attorney before executing this Amendment.