How to Amend a Confidentiality Agreement
- 1). Obtain a copy of the executed CA that you want to amend and review its modification provisions. Most CAs contain a modification provision that in sum and substance states the following: "The Parties agree that this Agreement may not be changed, modified, discharged, abandoned or otherwise terminated in whole or in part, except by agreement of each Party in writing." If your CA does not contain a provision governing amendment, you likely will still need the consent of the other party in order to amend.
- 2). Create a draft of an amended CA with your proposed amendments. During this process, you should review the revised CA for accuracy and consistency. For example, if the proposed amendment is to add another party to the CA, you will need to add that party's name to the introductory paragraph as well as the signature block. You will also need to eliminate any references to "both parties," and references to "between the parties" should be changed to "among the parties." Note that another way to amend a CA is to prepare a separate document to be signed by the parties and attached to the already-executed CA. Only employ the procedure where the proposed amendment is simple and does not trigger global changes to the existing CA.
- 3). Contact the other party to the CA and provide a copy of your proposed amended CA for review and approval. During the ensuing discussion, you should be able to explain to the other party the nature of the change you are seeking and why you find it necessary. Amendments that strengthen the non-disclosure protections for both parties are more likely to be agreed to than amendments that relax the confidentiality protections. Similarly, amendments that seek to strengthen or relax the non-disclosure protections for one party but not the other are less likely to be approved.
- 4). Print copies of the agreed amended CA for signing by all parties. If there are two parties, there should be at least two originals: one for each party. The parties should sign each original CA and affix their initials to the bottom of the pages of each CA with the exception of the signature page. One original should be held by each party after execution of the amended CA.
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