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Advisor Services Agreement Amendment

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ADVISOR SERVICES AGREEMENT AMENDMENT

This Amendment to the Advisor Services Agreement (this Amendment) is made effective as of by and between Company Name: with its principal place of business at Company Address: (hereinafter "Company"), and Advisor Name: with a principal address at Advisor Address: (hereinafter "Advisor"). Company and Advisor are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties previously entered into that certain Advisor Services Agreement dated as of Original Agreement Date: (the "Agreement"); and

WHEREAS, the Parties desire to amend certain terms of the Agreement as set forth in this Amendment in order to reflect changes in the scope of services, compensation, and term; and

WHEREAS, except as expressly modified by this Amendment, the Agreement remains in full force and effect and the Parties desire that all capitalized terms used but not defined in this Amendment have the meanings given to them in the Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows:

1. Amendment to Agreement

1.1 Amendment. The Agreement is hereby amended by deleting the following provisions and substituting the following terms in their place as of the Effective Date: . All other provisions of the Agreement not expressly amended hereby shall remain in full force and effect.

2. Term

2.1 Revised Term. The term of the Agreement is amended such that the Services shall commence or continue through Termination Date: unless earlier terminated in accordance with the Agreement. Notwithstanding the foregoing, either Party may terminate the Agreement pursuant to the termination provisions contained therein.

3. Scope of Services

3.1 Modified Services. The Advisor's duties and responsibilities are hereby amended to include the following additional services and deliverables:

3.2 Performance Standard. The Advisor shall perform the amended services in a professional and workmanlike manner consistent with industry standards and with the level of care, skill and diligence ordinarily exercised by advisors providing similar services.

4. Compensation

4.1 Revised Compensation. As of Compensation Effective Date: , Company shall pay Advisor the revised fee set forth below in full satisfaction of the Advisor's services under the Agreement, subject to any invoicing and payment terms set forth in the Agreement.

New Fee (if applicable): $ per .

4.2 Expenses. Except as expressly agreed in writing, Company shall reimburse Advisor for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of services upon submission of compliant receipts and documentation in accordance with the Agreement.

5. Confidentiality; Intellectual Property

5.1 Confidentiality. The confidentiality obligations set forth in the Agreement shall continue to govern all Confidential Information, as defined in the Agreement, and shall apply to any additional information exchanged pursuant to this Amendment. Neither Party shall disclose Confidential Information except as permitted by the Agreement.

5.2 Intellectual Property. All inventions, works of authorship, deliverables and other materials developed by Advisor in the performance of the amended services shall be treated in accordance with the intellectual property provisions of the Agreement. To the extent necessary, Advisor hereby assigns to Company all right, title and interest in any deliverable to the fullest extent permitted by law, subject to any preexisting Advisor intellectual property expressly set forth in the Agreement.

6. Indemnification

6.1 Indemnity. Each Party's indemnification obligations under the Agreement shall remain in full force and effect and shall extend to claims arising out of the performance of the amended services to the extent such claims are caused by the indemnifying Party's breach, negligence, willful misconduct or violation of law.

7. Representations and Warranties

7.1 Each Party represents and warrants that it has the corporate power and authority to enter into this Amendment, that the execution and delivery of this Amendment has been duly authorized, and that this Amendment constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

8. Notices

8.1 Notices. All notices or communications required or permitted under this Amendment shall be given in accordance with the notice provisions of the Agreement or, if none, shall be sent to the addresses set forth below:

9. Governing Law; Miscellaneous

9.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to its conflicts of laws principles.

9.2 Entire Agreement. This Amendment, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to the subject matter hereof.

9.3 Severability. If any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.4 Amendments and Waiver. Any amendment to this Amendment must be in writing and signed by authorized representatives of both Parties. No waiver of any provision of this Amendment shall be effective unless in writing and signed by the waiving Party.

9.5 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding for all purposes.

10. Confirmation

10.1 Confirmation of Agreement. Except as expressly amended hereby, all terms, covenants and conditions of the Agreement are ratified and confirmed and shall continue in full force and effect. The Parties acknowledge that they have read and understand this Amendment and that they enter into it voluntarily.

Company

Printed Name:

By:

Date:

Advisor

Printed Name:

By:

Date:

Enter text✕

What the Advisor Services Agreement Amendment Is

An Advisor Services Agreement Amendment is a written modification to an existing advisor services agreement that changes one or more terms without replacing the entire contract. It records agreed updates — for example scope, compensation, term length, termination rights, or confidentiality provisions — and is signed by the parties to become part of the original contract. Properly drafted amendments identify the original agreement, state the exact changes, and include an effective date to avoid later disputes or ambiguity.

Why You Use an Amendment Instead of a New Contract

Using an amendment preserves the continuity of the original agreement while documenting only the changed terms, reduces drafting time and cost, and maintains existing governing law and signature history. For enforceability in interstate transactions, electronic signatures on amendments are recognized under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws when the four-part e-sign validity test is satisfied.

Why You Use an Amendment Instead of a New Contract

Who Typically Prepares and Signs an Amendment

Typical parties include the engaging company, the advisor (individual or firm), and authorized corporate signers or representatives.

  • Corporate legal or contracts teams that manage advisor relationships and compliance
  • Advisors, consultants, or firms updating compensation or deliverables
  • Finance and HR when amendments affect payment or employment classifications

Ensure the signatory has authority to bind the party, and document any delegated signing authority in board or officer resolutions if required.

Who May Sign and Why It Matters

Corporate Officer

A CEO, CFO, or other authorized officer may sign on behalf of a company when corporate governance documents delegate that authority. Verification of authority avoids later challenges to enforceability and may require a board resolution or certificate of incumbency for third-party reliance.

Authorized Representative

An individual with written signing authority (power of attorney, delegated authority letter) can execute an amendment. Record the title, authority basis, and date of delegation to reduce risk and satisfy counterparties or auditors.

Core Elements to Include in an Amendment

A well-formed amendment is concise but complete: identify the original agreement, state each change clearly, and include execution details so the amendment integrates seamlessly with the base contract.

Reference Clause

Cite the original agreement by title and effective date and state that the amendment modifies it.

Amendment Terms

List each modified provision with its new language and indicate which original sections are replaced or supplemented.

Effective Date

Specify when the amendments take effect, using MM/DD/YYYY format where appropriate.

Consideration

Describe any additional payment, credit, or other consideration that supports the amendment.

Signature Blocks

Provide full signature blocks for each party with printed name, title, and date lines.

Integration Statement

Confirm all other original terms remain in effect except as expressly modified by the amendment.

Step-by-Step: Complete and Execute an Amendment

Follow these sequential actions to prepare, approve, and finalize an amendment while maintaining a clear audit trail.

  • 01
    Draft Changes: Edit only the necessary clauses and keep original references.
  • 02
    Internal Review: Have legal and finance confirm language and consideration.
  • 03
    Obtain Authorization: Confirm signer authority and document it.
  • 04
    Execute and Record: Sign, date, and store the executed amendment with the original agreement.

How to Configure a Digital Amendment Workflow

Set up fields, authentication, and routing to match your approval process and preserve evidentiary detail for e-signed amendments.

Field Configuration
Document Type PDF or DOCX preferred for fidelity
Signature Fields Require full name, title, and date fields
Authentication Email plus SMS code or SSO for corporate signers
Routing Sequential or parallel signer order as needed

Typical Digital Execution Flow for an Amendment

Digital execution uses an auditable sequence: sender sets fields, signers authenticate, the system records actions and delivers copies to all parties.

  • Upload Amendment: Place signature and date fields where required.
  • Assign Signers: Enter signer emails and signer order.
  • Select Authentication: Choose email link, SMS code, or stronger method.
  • Complete Signing: System timestamps, captures IP, and issues certificate.

Technical and Integration Considerations

Confirm the eSignature platform supports audit trails, secure storage, and the authentication level your organization requires.

  • Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
  • File Formats: PDF and DOCX supported for reliable output
  • Authentication Options: Email, SMS code, SSO, or advanced methods

Ensure the vendor can provide access logs and tamper-evident signed files to support later audits or regulatory review.

Common eSignature Vendor Pricing and Core Features

Compare typical starting prices and feature differences relevant to executing amendments. signNow appears first per vendor comparison conventions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Principal Risks of an Incorrect Amendment

Enforceability Risk: Ambiguous terms may be unenforceable.
Authority Risk: Unsigned or unauthorized signatures can void the amendment.
Tax Consequence: Incorrect payment terms may trigger IRS reporting issues.
Confidentiality Exposure: Missing NDA updates can breach secrecy obligations.
Statute Limitations: Timing errors can affect limitation periods.
Record Gaps: Poor storage yields evidentiary weaknesses.

Common Preparation Mistakes to Avoid

  • Failing to reference the original contract precisely leads to disputes about which agreement governs performance.
  • Leaving open-ended language or undefined terms in the amendment creates ambiguity and increases litigation risk.
  • Allowing an unauthorized person to sign an amendment can render it voidable and delay enforcement.
  • Neglecting to update cross-referenced schedules, exhibits, or payment instructions causes operational and accounting errors.

Practical Tips for Clear, Enforceable Amendments

Adopt consistent drafting and execution practices to reduce ambiguity and maintain an auditable contract history.

Use Plain, Specific Language
Draft each change as a discrete numbered clause that replaces or supplements a clearly identified original section; avoid vague qualifiers like 'reasonable' unless precisely defined.
Document Authority
Attach or cite board resolutions, officer certifications, or delegation letters when a corporate signatory executes the amendment to confirm capacity.
Preserve Originals
Store the executed amendment together with the original agreement, and include a short summary log noting the date and reason for the change.
Match Signature Methods
Use the same signature method (electronic or wet-ink) across parties when possible to reduce authenticity challenges.

Real-World Examples of Amendment Workflows

These brief examples show how organizations use amendments to update advisor engagements while preserving compliance and speed.

Optica Ventures — COO

Optica revised advisor compensation mid-project to align incentives

  • Used a concise amendment to replace the fee schedule
  • The team preserved the original agreement, executed quickly with e-signature, and maintained an auditable history for future audits and investor review.

Xerox — Director of NetSuite Operations

Xerox updated delivery milestones across multiple advisor contracts

  • Centralized the amendments through a single template
  • This reduced administrative overhead, ensured consistent language, and integrated signed amendments into NetSuite for automatic recordkeeping.

Security and Compliance Features to Require

Encryption: TLS 1.2/1.3; AES-256 at rest
Audit Trail: Tamper-evident event log and timestamps
Certifications: SOC 2 Type II available
HIPAA Support: BAA available where required
21 CFR Part 11: Compliance options for FDA-regulated records
ESIGN / UETA: Legal frameworks for electronic signatures

Frequently Asked Questions About Amendments

Answers to common questions about validity, signatures, notarization, storage, and dispute avoidance for Advisor Services Agreement Amendments.


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