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Amended Contract for Switzerland

Amended Contract Template for Switzerland

This document serves as a formal amendment to an existing contract under Swiss law, incorporating modifications to the original agreement while maintaining its fundamental structure. It follows the requirements set forth in the Swiss Code of Obligations (OR) and ensures compliance with Swiss contract law principles regarding contract modifications. The document includes detailed specifications of amendments, maintains the validity of unmodified provisions, and requires formal execution by all original contracting parties. It addresses both substantive changes to contractual obligations and any procedural requirements for implementing such changes under Swiss jurisdiction.

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What is a Amended Contract?

The Amended Contract is a crucial legal instrument used when parties need to modify an existing agreement while maintaining its core structure under Swiss law. This document type is particularly relevant when circumstances require adjustments to original contract terms, such as changes in scope, pricing, duration, or other material terms. It must comply with the Swiss Code of Obligations (OR) requirements for contract modifications, including form requirements and the principle that amendments typically need to follow the same formal requirements as the original contract. The document is commonly used in various business contexts, from simple bilateral agreements to complex commercial arrangements, and requires careful attention to both the amendment provisions and their interaction with the original contract terms. It's essential to ensure that the amendments are precisely drafted to avoid any ambiguity regarding which original terms remain in force and which are being modified.

What sections should be included in a Amended Contract?

1. Parties: Identification of all parties to the amended contract, including their full legal names, addresses, and registration details

2. Background: Reference to the original contract (including date and parties), reason for amendment, and confirmation that parties wish to amend the original contract

3. Definitions: Key terms used in the amendment, including reference to definitions in the original contract that remain applicable

4. Amendment Authority: Reference to the clause in the original contract permitting amendments and confirmation of compliance with amendment requirements

5. Amendments: Detailed specification of each amendment, clearly identifying the original clauses being modified and their new text

6. Effective Date: Specification of when the amendments take effect

7. Continued Validity: Confirmation that all unmodified provisions of the original contract remain in full force and effect

8. Entire Agreement: Confirmation that the original contract and this amendment together constitute the entire agreement

9. Governing Law: Confirmation of Swiss law as governing law (typically maintaining the same jurisdiction as the original contract)

10. Execution: Signature blocks for all parties

What sections are optional to include in a Amended Contract?

1. Interpretation: Include when complex amendments require specific guidance on how to read the amended contract

2. Representations and Warranties: Include when amendments affect or require new representations from the parties

3. Conditions Precedent: Include when amendments are subject to certain conditions being met before taking effect

4. Costs: Include when there are specific arrangements for bearing the costs of implementing the amendments

5. Transitional Provisions: Include when amendments require specific arrangements for transition from old to new terms

6. Further Assurance: Include when amendments might require additional actions or documents from parties in the future

What schedules should be included in a Amended Contract?

1. Schedule of Amendments: Detailed table showing original clause text alongside amended text for easy comparison

2. Amended and Restated Provisions: Clean version of all amended provisions in their final form

3. Original Contract: Copy of the original contract being amended

4. Supporting Documents: Any additional documents required to support or implement the amendments

5. Comparison Version: Redline/markup showing all changes between original and amended versions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Document Type

Agreement Contract

Cost

Free to use

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