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?

  • if a shareholder has lost its original share certificate or it has been destroyed
  • if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

  • different forms of indemnity, depending on whether the shareholder is also transferring shares
  • alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

  1. Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
  2. Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
  3. Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
  4. Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

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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