Conformed Copy of a Contract: Building One From Scans
By Schema LawPublished Updated
A conformed copy of a contract, as used here, is one text showing the agreement as it reads today, with every amendment written into its place. To build one from scans, gather the signed original and each amendment, convert them to text, apply the amendments in the order they took effect, and note each change's source.
What is a conformed copy of a contract?
In this post, a conformed copy of a contract means a reading version of the agreement with all of its amendments folded into a single text. Nobody signs it. Someone prepares it so that a reader can open one file and see the current wording, without holding the original and four amendments open at once.
The phrase is not used the same way everywhere. Some offices use "conformed copy" for a clean copy of an executed agreement in which the signatures are typed in, for example as "/s/" and a name, to show that the original was signed. This post is about the first meaning: the agreement as amended, put together as one document. You may also hear it called a consolidated copy, a composite copy or a compiled version. When a client, a court or a counterparty asks for a conformed copy, ask which of these they mean before you build anything.
A conformed copy is also different from an amended and restated agreement, which is a new document the parties sign. What a restated agreement does to the earlier documents is set by its own terms, so read them. A conformed copy is signed by nobody and replaces nothing. It is a convenience prepared by one side, and it is only as good as the care taken in building it.
The need is easy to see with a real file. A supply agreement from 2019 has been amended three times. Amendment 1 replaced the pricing section. Amendment 2 extended the term and added a section. Amendment 3 replaced the pricing section again and changed one word in the notice clause. Answering "what is the price today, and when does the term end?" means reading four scanned documents in the right order. The conformed copy is that reading done once and written down.
When the chain includes an assignment or a novation, copy the old party name, the new party name, and the effective date from the signed page. A later ratification may confirm a change that an earlier waiver left open. Put those documents in the chain table with their signature dates, and leave any question about which paper controls with the lawyer.
Which scanned documents go into a conformed copy?
A conformed copy draws on the signed original and every later signed document that changes its text: numbered amendments, side letters, replacement exhibits, and any amended and restated version. Documents that affect the relationship without changing the wording, such as waivers and renewal notices, are listed in a note and not written into the text.
| Document | Does it change the wording? | Treatment |
|---|---|---|
| Original executed agreement, with exhibits and schedules | It is the starting text | Convert in full |
| Numbered amendments | Yes | Apply in order of effect |
| Side letters and letter agreements | Sometimes | Read each one. Apply it if it amends, list it if it only interprets or waives |
| Replacement exhibits or schedules | Yes | Swap the whole exhibit and note the source |
| Amended and restated agreement | Read what it says about the earlier documents | Where it says it replaces them, it becomes the new starting text |
| Assignment or novation | Read it. It may change a party and leave the clauses alone, or do more | Note at the front, update the party name only if the document says so |
| Waivers and consents | Read each one. Apply it only if it rewrites a clause | Otherwise list in a table of related documents |
| Renewal or option notices | No, they exercise a right the contract already gives | List, with the date the notice was given |
| Unsigned or partly signed amendments | Not established | Leave out and flag for the responsible lawyer |
Finding amendments you do not have
Use the amendments to audit themselves. Look in each one for a recital that describes the agreement "as amended by" a list of earlier documents and dates. Where the latest amendment has such a recital, tick each named document against your folder. If Amendment 3 recites an amendment dated 6 June 2021 and you hold nothing with that date, the set is incomplete.
Do the same with the body of each amendment. A sentence that deletes "Section 4.6" when the original stops at 4.5 tells you an earlier document added a section and you have not seen it.
Check every document for signatures before using it. A scan of an amendment with one blank signature line belongs in the flagged pile. Where the contract is a master agreement with statements of work and order forms hanging from it, decide at the start whether the conformed copy covers the master terms alone. The post on OCR for a master services agreement file sets out how that family fits together.
Putting contract amendments in the order they took effect
Put amendments in order by the date each one took effect, read from its own text. Do not sort by title, by file name or by the date beside the signatures. When those disagree with the effective date stated in the body, use the stated date and note the disagreement for a lawyer to confirm.
Build a chain table before you touch the contract text. One row per document:
| No. | Document | Signed | Effective | Recites as prior | Changes |
|---|---|---|---|---|---|
| 0 | Supply Agreement | 14 Mar 2019 | 14 Mar 2019 | None | Starting text |
| 1 | First Amendment | 2 Feb 2021 | 1 Jan 2021 | Agreement | Replaces s. 5 (Pricing) |
| 2 | Letter agreement | 9 Sep 2021 | 9 Sep 2021 | Agreement, First Amendment | Adds s. 4.6; extends term in s. 3.1 |
| 3 | Second Amendment | 20 Nov 2023 | 1 Jan 2024 | Agreement, First Amendment | Replaces s. 5; changes "thirty" to "sixty" in s. 16.2 |
The parties in this example are fictional: Northgate Mills LLC and Perrin Packaging, Inc. Even so, the table shows three things a real file will throw at you.
Signing date and effective date differ. The First Amendment was signed in February and took effect on 1 January. On the face of the documents, a question about January 2021 pricing points to the amended section. Record both dates, because the answer to "what did the contract say on a given day?" depends on the effective column.
Titles miscount. The document called "Second Amendment" is the third change. The letter agreement in between was never numbered. Sorting by title would have hidden it.
A recital leaves something out. The Second Amendment lists the First Amendment as prior history and does not mention the letter agreement. Its drafter may not have known about the letter. That matters when both touch the same clause. Here they do not, so the chain is safe, but the gap goes in the notes for a lawyer to see.
Cases that change the order or the starting point
- Amendment and restatement. Read what the amended and restated agreement says about the documents before it. Where it says it replaces them, it becomes row 0, the earlier documents are kept for history, and later amendments are applied to the restated text.
- Two amendments effective the same day. Look for wording in either one about which is read first. If there is none, flag it.
- Conditional effectiveness. An amendment that takes effect "upon closing" or "upon receipt of consent" has no date on its face. Find evidence that the condition was met, or mark the amendment as unconfirmed.
- An amendment to an amendment. Apply the correction to the amendment first, then apply the corrected amendment to the agreement.
- Later text that contradicts earlier text without replacing it. Do not resolve it. Put both in the conformed copy with a note, and send the question up.
Which document prevails in a true conflict is a legal question that turns on the contract's own wording and the governing law. The chain table records the facts that question needs. It does not answer it.
Building the conformed text from the converted original and amendments
Build the conformed text by converting the original and every amendment to Word, proofreading each against its scan, and then carrying out each amending instruction on the original's text, one amendment at a time in chain order. Save a copy after each amendment so any stage can be rebuilt.
- Convert every document in the chain. In Schema Law you upload each PDF, view the parsed pages and download a Word file. The three steps on the homepage show the flow. Any OCR tool that produces editable text will serve.
- Proofread before you combine. Check each converted file against its page images. An error carried into the conformed copy is much harder to trace afterwards.
- Start a new file from the converted original. Leave the section numbers as typed text so nothing renumbers itself.
- Apply the first amendment, instruction by instruction. Read each operative paragraph and do exactly what it says.
- Add a source note at every change as you make it, not at the end.
- Save as a stage file, for example
Supply Agreement - conformed through Amendment 1.docx. - Repeat for each later document in the chain.
- Test the result. Compare the finished conformed copy with the converted original. Every difference the comparison shows should trace to a row in your chain table, and a difference with no source is a mistake. The post on how to compare two scanned contracts explains how to run and read that comparison.
The kinds of amending instruction
| The amendment says | What you do in the conformed text |
|---|---|
| "Section 5 is deleted in its entirety and replaced with the following" | Remove the old section, paste the new one from the converted amendment |
| "In Section 16.2, 'thirty (30)' is replaced with 'sixty (60)'" | Change those words only, after confirming they appear exactly once in the section |
| "A new Section 4.6 is added as follows" | Insert it after 4.5. Do not renumber anything else |
| "Section 9 is deleted" | Keep the number and write "[Deleted by Second Amendment]" in its place |
| "Exhibit B is replaced with Exhibit B attached to this Amendment" | Swap the whole exhibit |
| "All references to 'Supplier' mean Perrin Packaging Holdings, Inc." | Leave the body alone and record the instruction in a note at the front |
Keep deleted section numbers in place. Other clauses, other contracts and old correspondence refer to "Section 12", and a conformed copy that closes the gap sends every one of those references to the wrong clause.
When an instruction does not fit the text
Sometimes an amendment tells you to replace words that are not there, or refers to a section the earlier amendment already removed. Do not repair it by guessing what the drafter meant. Leave the text as it stood, add a note saying "Second Amendment s. 2(c) refers to wording not found in this section", and tell the lawyer responsible. A drafting error in a signed amendment is a finding to report, not to fix.
Amendments may also contain terms that amend nothing: a one-time payment, a release, a statement that the rest of the agreement continues unchanged. These have no home in the original's sections. Collect them in an annex headed "Standalone provisions of the amendments", each quoted in full with its source.
How do you show where each changed clause came from?
Show the source of each change with a note attached to the clause itself, naming the amending document, its effective date and the paragraph that made the change. A reader should be able to go from any amended sentence to the signed page behind it without asking you.
Three formats work. Pick one and use it throughout.
- Footnotes. They keep the body clean and readable. Example: "Section 5 replaced by Second Amendment, para. 2(a), effective 1 January 2024. Previously replaced by First Amendment, para. 1, effective 1 January 2021."
- Bracketed notes in the text. Harder to miss, and they survive a copy and paste into an email. Example: "[s. 16.2 as amended by Second Amendment, para. 2(d)]".
- Margin comments. Quick to add in Word, but they vanish when someone prints without markup.
Add two tables at the front. The first is the chain table, which doubles as a list of sources. The second is an index of changed sections:
| Section | Current source | Earlier versions |
|---|---|---|
| 3.1 Term | Letter agreement, 9 Sep 2021 | Original |
| 4.6 Minimum volumes | Letter agreement, 9 Sep 2021 | None, new |
| 5 Pricing | Second Amendment | Original; First Amendment |
| 16.2 Notice period | Second Amendment | Original |
Decide what to do with replaced wording. For short changes, quoting the old words in the footnote is helpful ("previously 'thirty (30)'"). For a replaced section, cite the earlier source and leave the old text in its own document. A conformed copy that carries every historic version in the body stops being readable, which was the reason for building it.
Give each note enough detail to find the scan: the file name of the amendment and the page number within it. When a dispute turns on section 5, somebody will want the image of the page that created it.
Marking a conformed copy as unofficial and keeping it current
Mark a conformed copy on its first page and in every page header as an unofficial compilation, say which amendment it runs through, and name who prepared it and when. Then treat it as a living file: each new amendment either updates the copy or makes it out of date.
A legend along these lines covers the points:
Conformed copy prepared for convenience only. It reflects the Supply Agreement dated 14 March 2019 as amended through the Second Amendment effective 1 January 2024. It has not been signed or approved by the parties. The executed agreement and amendments control. Prepared by [name], [date].
Put the "through" reference in the header and the file name as well. Supply Agreement - conformed through Second Amendment - prepared 2024-02-06.docx tells a reader at a glance whether the copy is current.
Rules that keep the copy from causing harm:
- Store it beside the scans it was built from, never in place of them.
- Remove the signature blocks or replace them with a line pointing to the executed documents, so nobody signs it and nobody takes it for a signed copy.
- Assign an owner. Name the person who updates the copy when the next amendment is signed.
- Record the check. Note who compared the finished text with the signed pages, and when.
- Retire old versions openly. When a new amendment arrives and nobody has updated the copy, rename it with "SUPERSEDED" until someone does.
Be careful about sending a conformed copy to the other side. It is one party's reading of the chain. If you share it, keep the legend on and invite corrections.
The copy pays for itself when the next change is drafted. Working from one current text makes it far less likely that a new amendment will cite a section an earlier one removed. The post on drafting an amendment from converted text covers that step.