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OEM Services Amendment

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OEM SERVICES AMENDMENT

This OEM Services Amendment ("Amendment") is made and entered into as of by and between:

Parties

Recitals

WHEREAS, OEM Provider and Client entered into a certain OEM Services Agreement dated (the "Agreement"); and

WHEREAS, the Parties desire to amend the Agreement as set forth herein to reflect changes to services, payment, and term; and

WHEREAS, all capitalized terms used but not otherwise defined in this Amendment have the meanings given to them in the Agreement.

Amendment

The Agreement is hereby amended as follows. Except as expressly modified by this Amendment, the Agreement remains in full force and effect.

Scope of Work

The OEM Provider shall perform the services described above in accordance with the timelines, milestones, and deliverables set forth herein and in any work orders issued under the Agreement. Changes to scope shall be governed by the Agreement's change order provisions, except as modified below.

Payment Terms

All payments due under this Amendment shall be made in U.S. dollars to the payee and account specified by OEM Provider. Unless otherwise stated, Client shall pay invoices within days of invoice receipt.

Past due amounts shall accrue interest at the rate specified above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Payment of late fees or interest does not relieve Client of the obligation to cure the underlying breach.

Term and Termination

The term of this Amendment shall commence on and shall expire on , unless earlier terminated in accordance with the Agreement.

Either Party may terminate this Amendment for material breach by the other Party if such breach remains uncured for the notice period specified above, provided that termination procedures and cure rights in the Agreement shall govern unless expressly modified herein.

Confidentiality

The Parties acknowledge that confidentiality obligations set forth in the Agreement apply to this Amendment and to any Confidential Information exchanged in connection with the amended services. All Confidential Information shall remain the sole property of the disclosing Party and shall not be used or disclosed except as permitted by the Agreement.

The confidentiality obligations shall survive termination of this Amendment for the period specified in the Agreement or for

Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

Entire Agreement; Miscellaneous

Except as expressly modified by this Amendment, the Agreement remains unmodified and in full force. To the extent of any conflict between this Amendment and the Agreement, the terms of this Amendment shall control. This Amendment may be executed in counterparts and delivered by electronic means, each of which shall be deemed an original and all of which together shall constitute one instrument.

No waiver of any provision of this Amendment shall be effective unless in writing and signed by the waiving Party. Headings are for convenience only and do not affect interpretation.

Authority

Each person signing below represents and warrants that he or she is duly authorized to execute and deliver this Amendment on behalf of the Party for whom he or she signs and that this Amendment is binding upon such Party in accordance with its terms.

OEM Provider:

By:

Date:

Client:

By:

Date:

Enter text✕

What an OEM Services Amendment Is and When It Applies

An OEM Services Amendment is a written modification to an existing original equipment manufacturer (OEM) services agreement that changes scope, pricing, delivery, warranty, or support terms without replacing the base contract. It records agreed adjustments, preserves original agreement references, and creates an enforceable update when executed by authorized parties. Typical uses include adding new product configurations, extending service windows, adjusting pricing schedules, or clarifying responsibilities for spare parts, software updates, or on-site support.

Why Use an OEM Services Amendment and Its Legal Standing

A clear amendment reduces ambiguity, documents mutual consent, and preserves remedy rights while avoiding full-contract renegotiation. Electronic execution follows ESIGN (15 U.S.C. §7001) and state UETA rules when parties consent and records are retained for reproducibility.

Why Use an OEM Services Amendment and Its Legal Standing

Who Typically Prepares or Signs an OEM Services Amendment

This amendment is commonly prepared by contract, procurement, or product teams and signed by authorized commercial or legal representatives.

  • Contract Managers who track scope, pricing, and delivery obligations across product lines.
  • Procurement Directors who approve budget and vendor performance adjustments for OEM partners.
  • Legal Counsel or Authorized Signatories who confirm compliance, indemnities, and signature authority.

Use internal approval routing to ensure the amendment is reviewed by finance and legal before final signature.

Primary Signers and Their Roles

Contract Manager

Responsible for drafting and tracking the amendment, ensuring the revised scope and SLA are reflected correctly, and coordinating approvals across procurement and operations.

Authorized Officer

An officer or designee with corporate signing authority who approves the amendment, binds the company, and confirms any necessary budgetary or warranty concessions.

Core Elements to Include in a Professional OEM Services Amendment

A complete amendment addresses scope, term, compensation, deliverables, responsibilities, and dispute resolution so it integrates cleanly with the original OEM agreement.

Amendment Scope

Precisely describe what is changing versus the base agreement, referencing section numbers, effective dates, and any attachments or exhibits that replace prior terms.

Effective Date

State the exact MM/DD/YYYY date when amended provisions take effect and whether changes apply retroactively, prospectively, or for a defined project period.

Pricing and Payment

Specify new pricing schedules, invoicing frequency, payment terms, and any prorations, credits, or milestone-based payments tied to deliverables.

Service Levels

Define updated SLAs, response and resolution times, metrics, reporting obligations, and any penalties or service credits for missed targets.

Intellectual Property

Address ownership of modifications, licensing of software, and whether new work is assigned, licensed, or retained by the OEM or customer.

Signatures and Authority

Include signatory blocks with printed names, titles, and date lines; confirm signatory authority and whether notarization or witness is required.

Essential Information to Record

Parties' Names: Full legal names
Agreement Reference: Original contract ID
Amendment Date: MM/DD/YYYY
Scope Summary: Concise change
Signature Blocks: Name, title, date
Attachments: Exhibits or Schedules

Step-by-Step: Complete and Execute an OEM Services Amendment

Follow these sequential steps to prepare, review, and execute an amendment that integrates with the base agreement and preserves auditability.

  • 01
    Draft Update: Describe changes and attach revised exhibits.
  • 02
    Internal Review: Obtain procurement, finance, and legal sign-off.
  • 03
    Sign Authorization: Confirm corporate signatory authority and limits.
  • 04
    Execute: Collect signatures and distribute executed copies.

Configure an Online Amendment Workflow

Set up digital routing to ensure correct approval order, signer authentication, and archive of the final executed amendment.

Field Configuration
Signing Order Sequential or parallel signer order
Authentication Method Email link, SMS code, or KBA
Required Fields Make names, dates, and signature mandatory
Retention Settings Enable PDF copy and audit trail storage

Where to Send or File the Executed Amendment

Determine distribution and filing destinations to ensure compliance, billing updates, and future audit access.

  • Counterparty Records: Send executed copy to the OEM partner
  • Internal Contracts Team: Archive in contract repository
  • Finance / Billing: Provide updated pricing and invoice instructions
  • Compliance Archive: Store signed PDF and audit trail

Best Practices for Electronic Execution and Sharing

Use an eSignature workflow that preserves intent, attribution, and a tamper-evident record while meeting internal authentication requirements.

  • File Formats: PDF and DOCX supported
  • Integrations: Connects with CRM and storage
  • Authentication: Email, SMS, or advanced methods

Maintain a single-source executed PDF with an audit trail; store copies in enterprise systems such as CRM or secure cloud archives for retrieval.

Typical Timelines and Response Deadlines

Common deadlines govern when amendments take effect, notice periods for changes, and payment adjustments tied to the amendment.

Effective Date:

Date you enter as MM/DD/YYYY; determines when new terms apply

Execution Window:

Allow 7–30 days for internal approvals before final signature

Notice Period:

If required, specify the number of days for notice prior to changes

Payment Timing:

State billing cycle changes and first invoice date

Dispute Timing:

Include short window for raising execution or scope disputes

Key Milestones from Draft to Enforcement

Track these core milestones to monitor progress and meet contractual obligations tied to the amendment.

01

Draft Completion

Drafted amendment with exhibits ready for review

02

Internal Approval

Procurement, finance, and legal approvals secured

03

Counterparty Signature

Executed by OEM partner and returned

04

Operational Rollout

Implement delivery, billing, and support changes

Common Mistakes to Avoid When Preparing an Amendment

  • Vague scope language that fails to identify replaced or amended sections, creating ambiguity in deliverables and acceptance criteria.
  • Using inconsistent dates or retroactive language without explicit mutual consent, which can create billing or warranty disputes.
  • Failing to confirm signer authority or corporate approval levels, leading to contested signatures or unenforceable commitments.
  • Neglecting to update related documents such as purchase orders, SOWs, or warranty schedules, resulting in operational mismatch.

Risks and Potential Consequences of an Incorrect Amendment

Contract Invalidity: May be unenforceable
Payment Disputes: Billing and collection risks
Warranty Gaps: Unclear repair or replacement duty
Liability Exposure: Broader indemnity risk
Regulatory Noncompliance: Industry-specific penalties
Operational Delay: Service interruptions or inventory hold

eSignature Vendor Pricing Snapshot Relevant to Executing Amendments

Basic vendor pricing and feature availability can affect cost and compliance when executing high volumes of contractual amendments electronically.

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 No No Yes, limited Yes, limited
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 OEM Services Amendments

Answers to common questions about execution, electronic signatures, signing authority, and post-execution obligations for OEM Services Amendments.


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