Can an addendum change essential contract terms?

Yes. An addendum can modify essential terms if all parties with authority sign to demonstrate mutual assent. Ensure the amendment references specific clauses and includes dated signatures to show intent and avoid later disputes.

Does an addendum need to be notarized to be valid?

Not generally. Notarization is not required for most contract amendments, but certain subject matters—real estate conveyances, deeds, or documents requiring recordation—may require notarization and witness signatures per state law.

Can an addendum be signed electronically?

Yes. Electronic signatures satisfy ESIGN (15 U.S.C. ch. 96) and UETA in most states when intent, consent, attribution, and reliable retention are present. Exceptions apply for statutes that require wet signatures.

What happens if parties disagree about the addendum language?

If ambiguity exists, courts interpret amendments against the drafting party or use contractual interpretation rules. To reduce risk, use precise replacements of clause text and obtain mutual written acknowledgement of intent.

How should an addendum be stored with the original agreement?

Attach the executed addendum to the original contract in your contract management system or physical file. Retain digital and signed copies according to applicable retention rules for audit and enforcement purposes.

Who should review addenda before signing?

Have internal approvers and legal counsel review addenda that alter obligations, pricing, termination rights, or compliance requirements to verify authority, tax implications, and regulatory impacts.

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Addendum Agreement

Addendum Agreement

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Price Escalation Addendum to Agreement of Sale

Description of Property:

Name of Buyer:

Name of Seller:

Date of Agreement:

1. This Addendum is presented to Seller as part of Buyer’s offer to purchase Seller’s Property. Should Seller accept Buyer’s offer, Buyer and Seller will have entered into a binding agreement under the terms of the Agreement and/or other addenda, with the exception of any terms addressed in this Addendum.

2. If, prior to Seller’s acceptance of Buyer’s offer to purchase, Seller receives from another prospective purchaser a bona fide offer to purchase the Property (Competing Offer), with terms acceptable to Seller and a Net Purchase Price (the Purchase Price minus any identified Seller assist or Seller financial concessions) higher than the Net Purchase Price offered by Buyer, Buyer agrees that the Purchase Price of Buyer’s offer is increased so that the Net Purchase Price is

$ higher than the Net Purchase Price in the Competing Offer(s), up to a maximum Purchase Price of $.

If one or more Competing Offers include similar price escalation terms, this automatic increase will be applied to the maximum escalated sales price of the highest competing escalation term, not to exceed the maximum Purchase Price stated above.

3. If the Purchase Price is increased based on the terms of Paragraph 2 above, the terms of the Mortgage Contingency Paragraph in the Agreement of Sale are changed as follows (check all that apply):

The Mortgage Contingency is waived. This sale is NOT contingent on mortgage financing, although Buyer may still obtain mortgage financing.

The Loan Amount stated in the Mortgage Contingency is increased by the amount necessary to keep the Loan-to-Value Ratio the same as that set forth in the Mortgage Contingency Paragraph of the Agreement of Sale, with the remainder paid in cash at settlement.

The first $ of the difference between the original Purchase Price and the new Purchase Price will be paid in cash at settlement; the remaining difference will be added to the loan amount.

Within days of the Execution Date of the Agreement, Buyer will deliver to Seller a written pre-approval letter from the lender identified in the Mortgage Contingency Paragraph (or, if none is stated, from a reputable lender) for an amount equal to or greater than the increased loan amount. If Buyer fails to provide written pre-approval within the stated time period, Seller may terminate the Agreement in writing.

An Appraisal Contingency Addendum is attached.

4. Seller will provide a copy of the Competing Offer to Buyer no later than the time Seller returns a copy of the executed Agreement to Buyer. Seller may remove the name of the other prospective purchaser, but may not remove any financial terms, including the Purchase Price or any Seller assist or other Seller financial concessions.

5. Seller will fill in the new Purchase Price, as calculated based on the terms of Paragraph 2, between Buyer’s and Seller’s signatures below. Buyer understands and acknowledges that no further signature or initials are required on this form to have an executed Addendum. At the request of Seller, Buyer’s lender, or any of the real estate licensees involved in the transaction, Buyer agrees to sign or initial, and date the Agreement of Sale to reflect any increase in the Purchase Price and/or any other changes in terms made in accordance with this Addendum. Buyer’s refusal to sign or initial any changes made in accordance with this addendum will result in Buyer being in default under the terms of the Agreement of Sale. Changing the Purchase Price or other terms in the already executed Agreement of Sale to reflect any changes made by this Addendum does not change the Execution Date of the Agreement of Sale.

All other terms and conditions of the Agreement of Sale remain unchanged and in full force and effect.