Original terms unmodified: Overview, definition, and example
What does "original terms unmodified" mean?
Original terms unmodified refers to a contractual principle stating that the terms and conditions of an agreement remain unchanged unless explicitly amended by both parties. This provision ensures that all parties continue to be bound by the original agreement without any assumptions, implied changes, or modifications unless formally documented.
This clause is often included in contracts to clarify that the agreement remains in effect as originally written, even if external circumstances change. If modifications are required, they must be made through an official amendment process, ensuring clarity and legal enforceability.
Why is "original terms unmodified" important?
The original terms unmodified principle is important because it provides certainty and prevents misunderstandings about changes to a contract. It ensures that neither party can claim an unwritten modification, protecting both sides from disputes over whether the agreement has been altered.
For businesses, this clause provides legal protection by ensuring that contracts are only changed through formal amendments. For individuals, it guarantees that agreed-upon terms remain in place unless explicitly revised, preventing unexpected changes.
Understanding original terms unmodified through an example
Imagine a company enters into a five-year lease agreement with a landlord. A few years into the lease, market conditions change, and the company asks for lower rent. However, since the original terms unmodified clause is in place, the rent remains the same unless both parties formally agree to a lease amendment. Verbal discussions or informal emails do not constitute a contract modification.
In another example, a vendor signs a contract to supply materials to a manufacturer at a fixed price. Later, the cost of materials increases, and the vendor requests a higher price. However, since the contract states that the original terms remain unmodified, the manufacturer is only obligated to pay the original agreed-upon price unless an official contract amendment is signed.
An example of an original terms unmodified clause
Here’s how an original terms unmodified clause might appear in a contract:
“Except as expressly provided in a written amendment signed by both parties, the terms and conditions of this Agreement shall remain unmodified and in full force and effect. No verbal agreement, course of conduct, or implied understanding shall alter the terms of this Agreement.”
Conclusion
The original terms unmodified clause ensures that contractual agreements remain unchanged unless formally amended. This provides legal certainty, prevents disputes over assumed modifications, and ensures that all parties operate under clear and consistent terms.
For businesses, this clause protects agreements from unintended changes and requires proper documentation for modifications. For individuals, it ensures that no unexpected alterations occur without mutual agreement, safeguarding their rights under the contract.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.