VARIATION AGREEMENT

Note: This page is not part of this Agreement, it contains information to help you in the
drafting of your contract. Please delete this page after you have read it.

It is important to properly monitor any variations to a Contract. It is simpler to resolve a dispute if

To help you structure your contract and prompt you for the information required you should follow
the instructions given below. These either ask you to choose between a number of options or to
insert some information.

Drafting Instructions

1. Below is an example of an instruction that tells you to delete the instruction (including the
square brackets and shading) and insert the start date of this Agreement.

[insert start date]

2. There are also some places where optional text is given in square brackets and the
relevant instructions are given in drafting notes below in bold type. An example is given
below:

[Clause [x] shall be amended to include the following definitions:]

[Note: Include the wording in square brackets if you are including additional
definitions under the Original Contract.]

If you decide to include the text in square brackets, just delete the square brackets and
the drafting note. If you decide not to include it, you should delete the text in the square
brackets and the drafting note.

3. If the word "[OR]" appears in a clause, it is giving you an option from several clauses.
Once you have selected the appropriate option, delete the other options and "[OR]".

4. When you have finished drafting your contract it should contain no square brackets or
drafting notes. You may wish to leave some of the optional text in square brackets
during the contract negotiations to show that these provisions are yet to be concluded.
THIS AGREEMENT is made on [insert in manuscript the date this Agreement is signed]

BETWEEN:-

(1) THE [INSERT NAME OF SCHOOL] whose [INSERT ADDRESS] (the "School"); and

(2) [INSERT COMPANY NAME] (No: [insert registered number]) whose registered office is
situated at [insert the full registered office address] ("[Contractor]").

[OR]

(2) [INSERT INDIVIDUAL'S NAME], a partner in the partnership of [insert name of the
partnership] of [insert the full address] ("[Contractor]").

[OR]

(2) [INSERT INDIVIDUAL'S NAME], trading as [insert the trading name] of [insert the full
address] ("[Contractor]").

[Note: Choose the appropriate paragraph 2 from those above and then delete the others.
The contracting party details should reflect those in the original contract that is being
varied.]

RECITALS:-

(A) The School and the Contractor entered into a [insert type of original contract e.g. Contract
for the Provision of Project/Services] dated [insert date of original contract] with the
School's reference number of [insert the unique reference number of the Original contract]
("Original Contract") for the purposes of [insert brief details of purpose of original contract
e.g. of the supply of administrative services].

(B) The School and the Contractor have agreed to vary the terms of the Original Contract as
set out in this Agreement.

(C) The School's reference number for this Variation Agreement is [insert the variation number
e.g. 01, 02, 03 etc.].

IT IS AGREED as follows:-

1. CONSIDERATION

In consideration of each of the parties entering into this Agreement (such consideration
being agreed by the parties to be good and valuable consideration, the adequacy and
sufficiency of which is hereby acknowledged and agreed), the parties have agreed to
vary the Original Contract in accordance with Clause [insert clause number relating to
variation of agreement in Original Contract].

2. VARIATION OF THE ORIGINAL CONTRACT

2.1 The parties agree with effect from the date of this Agreement the Original Contract shall
be varied as set out in attached.

2.2 Subject to the variations set out in , the Original Contract shall continue in full force and
effect in all respects.

2.3 In addition to the amendments set out in , the Original Contract shall be construed and
interpreted with such further consequential amendments as are necessary to give effect
1
 to the amendments set out in of this Agreement, as if such further amendments were
also expressly set out in .

2.4 Except as provided in Clause 2.3 and , the parties agree that no other liabilities, financial
or otherwise, shall accrue to the School because of this Variation Agreement.

3. SEVERABILITY

The provisions of this Agreement are intended by the parties to be severable in the event
that any part of it is held to be illegal or unenforceable (in whole or in part) and such part
shall not affect the validity and enforceability of the remaining provisions or the remainder
of the affected provision under this Agreement.

4. AUTHORITY AND COSTS

Each party undertakes that it has full power and authority to enter into and shall be
responsible for its own costs arising in relation to this Agreement.

5. THE CONTRACTS (RIGHTS OF THIRD PARTIES)

Tis Agreement is not intended to create any benefit, claim or rights of any kind
whatsoever enforceable by any person who is not a party to this Agreement.
Accordingly, the parties confirm that no term of this Agreement is enforceable under the
Contracts (Rights of Third Parties) by a person who is not a party to this Agreement.

6. GOVERNING LAW AND JURISDICTION

The parties agree that this Agreement and any dispute arising under or in any way
connected with the subject matter of this Agreement (whether of a contractual or tortious
nature or otherwise) shall be governed by and construed in accordance with the laws of
[country], and the parties submit to the jurisdiction of the [country] Courts.

EXECUTED by the parties on the first date in this Agreement.

Authorised to sign for and on behalf of Authorised to sign for and on behalf of
the School the ***insert name of the Contractor ***

Signature
Signature

Date
Date

Name in Capitals
Name in Capitals

Address in full
Address in full

2
3
 ANNEX 1

VARIATIONS TO ORIGINAL CONTRACT

All references to Clauses in this are to Clauses in the Original Contract.

1. [Clause [insert clause number from the Original Contract] shall be amended to include
the following definitions:]

[insert new definitions]

2. [Clause [insert clause number from the Original Contract] shall be amended in its entirety
to read:]

[insert the whole of the new clause]

3. [Clause [insert clause number from the Original Contract] shall be deleted in its entirety.]

[Note: When drafting the actual variations to the Original Contract you should refer to the clause
number in the Original Contract. There are three main ways to vary the clauses, examples of
which are given above. These are (1) including additional wording, (2) including an entirely new
clause and (3) deleting a clause. The above can be repeated for as many clauses as need to be
varied. It is important to specify if a clause comes from a Annex in the Original Contract. If the
variation affects the funding, remember to include revised financial details.]