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Update Service Contract

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UPDATE SERVICE CONTRACT

This Update Service Contract (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: (hereinafter "Provider") and Client Name: (hereinafter "Client"). This Agreement amends and supplements the existing service agreement between the parties identified below (the "Existing Agreement") only as set forth herein.

RECITALS

WHEREAS, the parties entered into the Existing Agreement governing the provision of services by Provider to Client; and

WHEREAS, the parties desire to modify certain services, deliverables, schedules, and compensation set forth in the Existing Agreement as specified in this Agreement; and

WHEREAS, Provider has the capacity and agrees to perform the updated services under the terms and conditions set forth herein.

NOW THEREFORE

In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SCOPE OF UPDATED SERVICES

1.1 Provider shall provide the update services described below (the "Updated Services"). The Updated Services are additions to and modifications of the Existing Agreement and are limited to those tasks expressly described in this Section 1 and in any mutually executed change orders.

1.2 Deliverables and Acceptance: Provider shall deliver the Updated Services and deliverables in accordance with the schedule set forth in Section 2. Client shall have a period of days following delivery to inspect and either accept or provide written notice of defects. Acceptance shall not be unreasonably withheld.

2. TERM AND SCHEDULE

2.1 Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated pursuant to Section 11.

2.2 Schedule: Provider shall use commercially reasonable efforts to perform the Updated Services in accordance with the milestone schedule below. Any changes to the schedule must be documented in a written change order signed by both parties.

3. COMPENSATION AND PAYMENT

3.1 Fees: Client shall pay Provider the fees set forth for the Updated Services as follows: Fee Amount: $ payable in accordance with the payment schedule below.

3.2 Additional Costs: Any additional costs or expenses not included in the Fee Amount shall require Client's prior written approval in the form of a signed change order.

4. CHANGE ORDERS

4.1 All material changes to scope, schedule, deliverables or price must be set forth in a written change order executed by authorized representatives of both parties. No oral change shall be binding.

5. CLIENT RESPONSIBILITIES

5.1 Client shall provide timely access to personnel, information, systems, facilities, and approvals reasonably required by Provider to perform the Updated Services. Delays caused by Client shall entitle Provider to an equitable schedule and fee adjustment.

6. CONFIDENTIALITY

6.1 Each party shall maintain in confidence all Confidential Information disclosed by the other party in connection with the Updated Services and shall not use such Confidential Information except to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available other than by a breach of this Agreement, or that is rightfully received from a third party without an obligation of confidentiality.

6.2 The receiving party shall limit disclosure of Confidential Information to those employees, contractors, and agents who need access to perform the Updated Services and who are bound by confidentiality obligations at least as protective as those in this Agreement.

7. INTELLECTUAL PROPERTY

7.1 Ownership: Except as expressly set forth in this Agreement, all intellectual property rights existing prior to this Agreement shall remain the sole property of the party that owned such rights. Subject to Client's payment of all fees due, Provider grants Client a nonexclusive, nontransferable license to use deliverables created under this Agreement solely for Client's internal business purposes as set forth herein.

8. WARRANTIES; DISCLAIMER

8.1 Provider warrants that the Updated Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Provider's sole obligation and Client's exclusive remedy shall be re-performance of the deficient services or, if Provider cannot re-perform within a reasonable time, a refund of the portion of fees paid attributable to the deficient services.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider shall indemnify, defend, and hold harmless Client from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of Provider's breach of its representations, warranties, or obligations under this Agreement or Provider's gross negligence or willful misconduct.

9.2 Client shall indemnify, defend, and hold harmless Provider from and against claims arising from Client's misuse of deliverables, Client-supplied materials, or Client's breach of this Agreement.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT WITH RESPECT TO THE UPDATED SERVICES GIVING RISE TO THE CLAIM.

11. TERMINATION

11.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination shall be without prejudice to any rights or remedies that accrued prior to termination.

11.2 Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments made in connection with the Updated Services.

12. NOTICES

12.1 Notices under this Agreement must be in writing and sent to the addresses set forth below (or to such other address as either party may designate by written notice). Notices are effective upon receipt when delivered personally or by overnight courier, or three (3) days after deposit in certified mail, return receipt requested.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. 13.2 No waiver of any breach shall constitute a waiver of any other breach. 13.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. ASSIGNMENT

14.1 Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided that the assigning party remains liable for performance.

15. FORCE MAJEURE

15.1 Neither party shall be liable for delay or failure to perform its obligations hereunder to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, government action, labor disputes, epidemics, or other force majeure events. The affected party shall give prompt written notice and shall use commercially reasonable efforts to resume performance.

16. GOVERNING LAW; JURISDICTION

16.1 This Agreement shall be governed by and construed in accordance with the laws of the state of Governing Law State: without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county specified for resolution of disputes and waive any objection to venue.

17. ENTIRE AGREEMENT; SEVERABILITY

17.1 This Agreement, together with the Existing Agreement and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the Updated Services and supersedes all prior negotiations, understandings, and agreements on the same subject matter. 17.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid provision that most nearly effects the parties' intent.

18. MISCELLANEOUS

18.1 Relationship of Parties: The parties are independent contractors and nothing in this Agreement shall create an employment, agency, partnership or joint venture relationship. 18.2 Taxes: Each party shall be responsible for its own taxes arising from payments made under this Agreement.

Provider Printed Name:

By:

Date:

Client Printed Name:

By:

Date:

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What an Update Service Contract Is and when it applies

An Update Service Contract is a written amendment or addendum that revises the terms of an existing services agreement without replacing the entire original contract. Typical uses include changing scope, pricing, delivery schedules, or contact details while preserving prior contractual history. In regulated sectors, electronic execution under ESIGN or state UETA/ESRA frameworks preserves enforceability when parties follow required consent and retention practices. Platforms such as signNow are commonly used to collect secure, auditable electronic signatures for these updates across U.S. industries.

Why organizations use an Update Service Contract

Updating a service contract clarifies obligations, prevents disputes, and documents negotiated changes efficiently. A focused amendment minimizes rework, preserves original terms not being changed, and creates a clear effective date and record for compliance, audits, and billing adjustments.

Why organizations use an Update Service Contract

Typical users and roles that prepare or sign updates

Common preparers and signers include internal contract owners, account managers, procurement, legal teams, and third-party vendors; distribution varies by organization size and industry.

  • Service providers and vendors responsible for delivering or revising services under an existing master services agreement.
  • Procurement and accounts teams that must adjust pricing, billing cycles, or purchase order references.
  • Legal and contract administrators who review amendment language and confirm authority to bind the organization.

Ensure the individuals listed as signers have documented signing authority; lack of authority is a common ground for later disputes.

Essential parts of a professional Update Service Contract

A well-drafted update highlights what changes, when they take effect, and how they interact with the base agreement.

Parties

Identify each party exactly as named in the original agreement, including entity type and registered address to avoid ambiguity during enforcement or payments.

Scope of Update

Describe precisely which clauses are amended and include full replacement text or clear cross-references to the specific section numbers being changed.

Effective Date

State the update's effective date in MM/DD/YYYY format and whether effect is retroactive, prospective, or contingent on a condition.

Consideration

Specify any new fees, credits, or performance obligations tied to the update and how invoicing and payment terms will be handled going forward.

Term and Termination

Note whether the update modifies term length or termination rights and how termination under the base agreement interacts with the amendment.

Signatures

Provide signature blocks for authorized signatories, include printed names, titles, dates, and, if required, witness or notary acknowledgement fields.

Step-by-step: completing an Update Service Contract

Follow a clear sequence to minimize revisions and ensure acceptance.

  • 01
    Prepare amendment: Draft change language and reference original contract.
  • 02
    Review internally: Have legal and finance confirm wording and consideration.
  • 03
    Obtain signatures: Collect authorized signatures using chosen method.
  • 04
    Distribute and record: Send executed copies to all parties and retain per retention policy.

Configuring a digital workflow for updates

Set workflow options before sending to ensure correct signer order and required verifications.

Field Configuration
Authentication Email link or SMS code; choose level required for legal/industry needs
Signature Order Sequential or parallel routing based on approval hierarchy
Conditional Fields Show or hide fields depending on prior selections
Template Use Save update template with prefilled references to the base agreement

Technical considerations for eSigning and eSubmission

Confirm the file format, signer authentication, and integrations you need before sending an update.

  • File formats: PDF, DOCX supported
  • Integrations: CRM and storage connections
  • Auth options: Email, SMS, KBA

Ensure your chosen platform supports audit trails, the required authentication level, and storage formats used by your compliance or legal teams.

Where to send and how routing typically works

Routing depends on whether the update requires approval, legal review, or external notarization.

  • Internal review: Route to legal and finance for pre-signature clearance.
  • Signatory delivery: Send to authorized signers in set order or via signing link.
  • Notarization step: If required, add notary or RON session before final execution.
  • Archival: Store executed copy in contract repository and relevant systems.

Typical timelines and processing expectations

Timelines vary by organization and whether notices or regulatory filings are implicated.

Effective Date Clarification:

Confirm whether the update is retroactive or starts on a future date.

Notice Periods:

Observe any notice requirements specified in the base agreement before changes take effect.

Internal SLA:

Allow time for legal review and approval cycles when estimating completion.

Notary Scheduling:

If notarization required, build in time for scheduling or a RON session.

Distribution Time:

Allocate time for signers to receive, review, and sign the update.

Common pitfalls to avoid when preparing an update

  • Unclear amendment language that fails to state precisely which original clauses are replaced, causing interpretation disputes and additional negotiation.
  • Omitting an effective date or using inconsistent dates between provisions, which can create gaps in obligations and billing cycles.
  • Failing to confirm the signer's authority or title, leaving the document vulnerable to claims it was not validly executed.
  • Neglecting related documents such as purchase orders, statements of work, or exhibits that must be updated to reflect the amendment.

Potential consequences of an incorrect or incomplete update

Enforceability Risk: Amendment may be void
Dispute Exposure: Contract interpretation litigation
Payment Errors: Billing and collection problems
Regulatory Noncompliance: Industry fines or sanctions
Notarization Invalidity: Improper notarization undermines proof
Data Security: Breach risk from improper handling

eSignature vendor comparison for executing Update Service Contracts

Basic pricing and feature availability for representative eSignature vendors. signNow is listed first in the comparison per platform data.

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 trial Varies Varies Varies Varies
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 Varies Varies

How organizations use Update Service Contracts in practice

Real-world examples show how updates solve common operational problems without redoing full contracts.

SaaS Pricing Change

A cloud provider amended service tiers to add a usage-based fee

  • Negotiation focused on billing metrics
  • The update referenced original SLAs, added a billing exhibit, and required customer sign-off to avoid service interruptions.

Scope Expansion for Vendor

A construction supplier extended delivery scope for additional materials

  • Added schedule and price terms
  • The amendment included revised delivery milestones and acceptance criteria, then was signed by authorized contracting officers on both sides.

Practical tips for accurate and efficient updates

Follow clear drafting and execution procedures to reduce friction and legal risk.

Keep it focused
Limit the amendment to specific clauses; avoid re-stating the entire agreement unless a full restatement is intended.
Use consistent dates
Ensure all dates use MM/DD/YYYY format and reconcile any retroactive language with billing and performance timelines.
Confirm signer authority
Document signatory titles and cross-check with corporate resolutions or delegated authority matrices.
Record and index
Store executed updates with the master agreement in your contract repository and note version history.

Frequently asked questions about Update Service Contracts

Answers to common legal, execution, and storage questions about amending service agreements.


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