Extract to table

3 of the EDA further provides: "Distributor shall not actively solicit orders for, or deliver, the Products outside the Territory without Supplier's prior written consent

1 of the EDA (captioned "Amendments") states: "No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties

2 of the EDA provides that the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles

Third, the court noted that enforcing written-modification clauses deters disputes about whether an agreement was informally modified, because it establishes a clear, verifiable standard (a signed writing) that must be met before any modification takes effect

It imposes two conjunctive requirements: (i) the modification must be set forth in a written instrument, and (ii) the written instrument must be signed by both parties

Both requirements must be satisfied for a modification to be effective