Contract Variation

Agreement for the variation of a contract, for use where the parties wish to amend specific terms of their contract.  Going forward, the original agreement and the amendment agreement will, together, comprise the form of the agreement.

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When do I use this document?

  • for specific amendments to be made to a contract or agreement
  • as an alternative to an Amendment & Restatement Agreement
  • for a contract governed by English law

What are the key features?

  • letter agreement between the contract parties
  • consideration stated for the contract variation
  • alternative wording for wording additions and deletions and inclusion of new clauses

What else do I need to know?

The parties to a contract may negotiate new or different terms for their agreement.  This might be due to a change in circumstances which result in the parties agreeing new terms or perhaps a change which is negotiated as a consequence of one party not being able to comply with the original agreement.

This document is an agreement pursuant to which the parties agree to amend specific terms of their agreement.  It is suitable for a contract which is governed by English law.  Going forward, the original agreement and the amendment agreement will, together, comprise the form of the agreement.

An alternative to having two documents going forward (with the possibility of there being additional documents if further changes are made) would be to replace the original contract in its entirety but in its amended form.  This is achieved by amending and restating the original contract by entering into an “amendment & restatement agreement”.

What other documents are available?

For an Amendment & Restatement Agreement, see

When do I use this document?

  • for the grant of both a put option and call option over shares in a private limited company
  • so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares

What are the key features?

  • 24 clauses over 16 pages
  • grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
  • put option exercise and form of exercise notice
  • call option exercise and form of exercise notice
  • mechanics for sale and purchase of option shares
  • warranties and undertakings from the seller

What else do I need to know?

The principal matters which the parties to a put and call option agreement will need to negotiate include:

  • option shares: the number of option shares
  • exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
  • exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
  • exercise price: the price payable for the shares

What other docs are available?

For alternative option agreements over shares, see:

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 05/01/2023

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