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Contract Addendum for ISV

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CONTRACT ADDENDUM FOR ISV

This Contract Addendum for ISV (this "Addendum") is entered into as of Effective Date: by and between ISV Name: , a/an organized under the laws of , with principal place of business at ("ISV"), and Customer Name: , a/an organized under the laws of , with principal place of business at ("Customer").

RECITALS

WHEREAS, the parties entered into that certain agreement titled dated (the "Agreement"); and

WHEREAS, the parties desire to amend certain terms of the Agreement as set forth in this Addendum in order to reflect changes in licensing, fees, or support obligations applicable to the ISV software and services; and

WHEREAS, capitalized terms used but not defined in this Addendum have the meanings assigned in the Agreement unless otherwise provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AMENDMENT TO AGREEMENT

1.1 Amendment. The Agreement is hereby amended by adding, replacing, or modifying the provisions set forth in this Addendum. Except as expressly modified by this Addendum, all terms and conditions of the Agreement remain in full force and effect.

1.2 Scope of License. The ISV grants Customer a license limited to the scope set forth below during the Addendum Term. Scope details:

2. FEES AND PAYMENT

2.1 Additional Fees. Customer shall pay the fees specified below for the modifications described in this Addendum. Such fees are due and payable in accordance with the Agreement's payment terms unless otherwise stated herein.

3. TERM; TERMINATION

3.1 Term Extension. The term of the Agreement is extended to unless earlier terminated in accordance with the Agreement.

3.2 Termination. Except as expressly modified by this Addendum, all termination rights, cure periods, and post-termination obligations set forth in the Agreement remain in effect.

4. SUPPORT, MAINTENANCE AND SERVICE LEVELS

5. WARRANTIES; LIMITATION OF LIABILITY

5.1 Warranties. Except as expressly modified herein, the warranties provided by ISV under the Agreement remain in effect. ISV warrants that any deliverables specifically provided under this Addendum will materially conform to the functional specifications set forth in this Addendum for a period of days from delivery.

5.2 Liability Cap. Notwithstanding anything to the contrary, the parties agree that ISV's aggregate liability arising out of or related to this Addendum shall not exceed in the aggregate, except to the extent liability cannot be limited by applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly granted herein, neither party conveys any ownership interest in its intellectual property. All modifications, enhancements, or derivative works developed by ISV under this Addendum shall be owned by unless otherwise agreed in writing.

7. CONFIDENTIALITY

7.1 Confidentiality. The parties reaffirm and agree that all Confidential Information exchanged under the Agreement, including information exchanged in connection with this Addendum, shall be subject to the confidentiality protections set forth in the Agreement.

8. INDEMNIFICATION

8.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Addendum or its willful misconduct, subject to the limitations and procedures for indemnification set forth in the Agreement.

9. NOTICES

9.1 Notices. All notices required or permitted under this Addendum shall be given in accordance with the Agreement. The parties' notice addresses for the purposes of this Addendum are:

10. MISCELLANEOUS

10.1 Governing Law. This Addendum shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

10.2 Entire Agreement. This Addendum, 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, negotiations and discussions, whether oral or written, relating thereto.

10.3 Severability. If any provision of this Addendum is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted so as to give effect to the original intent of the parties to the fullest extent permitted by law.

10.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Addendum shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

10.5 Counterparts. This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

ISV Printed Name:

By:

Date:

Customer Printed Name:

By:

Date:

Enter text✕

What the Contract Addendum for ISV is and when it applies

A Contract Addendum for ISV is a short written amendment that changes, clarifies, or supplements an existing independent software vendor agreement or master services agreement. Typical addenda adjust scope, delivery milestones, licensing terms, support levels, data handling, or third-party component obligations without reissuing the entire contract. Addenda reference the original agreement, specify effective dates, identify the parties and affected sections, and are signed by authorized representatives. They are commonly used for feature releases, pricing updates, subcontractor additions, or regulatory compliance items that arise after the base contract is executed.

Why a targeted addendum benefits ISV contracts

A narrowly tailored addendum lets parties update specific terms quickly while preserving the remainder of the original agreement. It provides legal clarity for altered obligations, preserves version history, and reduces negotiation overhead compared with drafting a new full agreement.

Why a targeted addendum benefits ISV contracts

Who typically prepares and signs an ISV contract addendum

Teams who manage addenda include contract managers, general counsel, product owners, and account managers; signatures are executed by officers or delegated signatories.

  • Contract and legal teams that control versioning and ensure consistency with the master services agreement.
  • Product or engineering leads who define functional changes and attach technical exhibits or statements of work.
  • Customer success or account managers who coordinate commercial changes, pricing updates, and acceptance criteria.

After internal approvals, an authorized signatory from each party must execute the addendum and preserve a signed copy with the parent agreement.

Core elements to include for a professional ISV addendum

A clear structure prevents ambiguity. Include identifiers, the amendment text, effective date, signatures, and any linked exhibits or schedules to make the change enforceable and easy to reference.

Reference

State the original agreement title and execution date so the addendum is clearly linked to the correct contract and version.

Scope of Change

Describe precisely which sections are amended, added, or removed; use exact section numbers and provide replacement text when possible for unambiguous interpretation.

Effective Date

Specify the date changes take effect and whether they apply prospectively, retroactively, or for a limited term to avoid disputes about enforcement timing.

Consideration

Record any new fees, credits, or pricing formulas tied to the amendment and how and when those amounts will be billed or reconciled.

Exhibits

Attach technical specifications, updated SOWs, change logs, or data processing addenda as exhibits and reference them in the body of the addendum.

Signature Block

Include printed name, title, company, signature line, and date for each party; specify who has authority to sign on behalf of each entity.

Stepwise process to prepare and finalize an ISV addendum

Use a controlled sequence to draft, review, approve, and sign the addendum to ensure legal and operational alignment.

  • 01
    Draft amendment: Create precise replacement language and attach exhibits for technical changes.
  • 02
    Internal review: Legal and product teams confirm alignment with existing obligations.
  • 03
    Counterparty review: Send redline to the other party and resolve open points in tracked changes.
  • 04
    Execute and archive: Obtain authorized signatures and store the signed addendum with the original agreement.

Security and compliance details to note on the addendum

Data handling: Describe data types
Encryption: TLS 1.2/1.3
At-rest protection: AES-256 encryption
Access controls: Role-based access
Audit trail: Timestamps and IP logs
BAA required: For HIPAA workflows

Common legal and operational risks from incomplete addenda

Ambiguous scope: Creates performance disputes
Incorrect effective date: Triggers retroactivity issues
Missing signatures: May render amendment unenforceable
Mismatched names: Can invalidate acceptance
Unattached exhibits: Leaves technical requirements undefined
Noncompliance: Breaches data or regulatory rules

Routing and approval flow for an ISV addendum

A clear routing path accelerates approval and ensures the right stakeholders review functional and legal changes.

  • Originator: Product or account manager initiates the draft.
  • Legal review: In-house counsel reviews contract language.
  • Commercial sign-off: Finance or commercial teams approve pricing changes.
  • Final signature: Authorized officer signs and dates the addendum.

Typical e-signing workflow settings for digital completion

Configure the signing workflow to match your internal approval order and authentication requirements before sending the addendum for signatures.

Field Configuration
Signer order Sequential or parallel as required
Authentication Email, SMS code, or advanced ID check
Required fields Signatures, printed names, dates
Retention Store signed PDF and audit trail

Technical considerations for eSigning and records storage

Choose eSignature settings that meet your authentication and retention policies while preserving a complete audit trail.

  • File formats: PDF and DOCX supported
  • Integration: Connect to CRM or cloud storage
  • Access control: SSO and role permissions

Ensure the selected platform captures timestamps, signer attribution, and stores signed copies in a secure, searchable archive with export options for compliance reviews.

Representative eSignature pricing and capability comparison

High-level vendor comparison for common plan attributes. Pricing reflects annual per-user rates where available; verify vendor sites for plan details.

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 Yes, 7-day trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about completing and signing an ISV addendum

Answers to common execution, authentication, and storage questions to reduce errors and speed approvals.


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