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Entire agreement clause: meaning and sample wording

An entire agreement clause, also called an integration or merger clause, says that the written contract contains everything the parties agreed, replacing earlier emails, proposals and conversations.

When to use it

Standard in almost every commercial contract. It stops a party later relying on something said in negotiations that was never written into the contract.

Sample entire agreement clause

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this clause limits or excludes any liability for fraud.

What to check

  • Watch out for earlier NDAsAn entire agreement clause can wipe out a confidentiality agreement signed before the deal, including its protection for information already shared. Carve it out expressly if you still need it.
  • Non-reliance wordingThe acknowledgment that neither party relied on outside statements is what protects against misrepresentation claims.
  • Fraud cannot be excludedCourts will not let a party rely on this clause to escape liability for fraud, so say so to keep the rest of the clause safe.
  • Incorporate the schedulesMake sure statements of work, order forms and policies you rely on are part of "this Agreement".

Make the variable parts fill themselves in

In a Word template, replace the details that change with {tags} and wrap optional wording in a section. Clausery turns them into questions, so each document only includes the parts that apply:

This Agreement supersedes all previous agreements between the parties relating to its subject matter{#has_prior_nda}, except the non-disclosure agreement between the parties dated {prior_nda_date}, which remains in force{/has_prior_nda}.

Paste this into your own template, then check it with the free template tag checker or read the template syntax.

Questions

What is a merger clause?

Another name for an entire agreement clause, used mainly in the United States. "Integration clause" means the same.

Can an entire agreement clause cancel an earlier NDA?

Yes, if the NDA covers the same subject matter and is not excluded. Many deals preserve the NDA expressly for that reason.

Can I use this sample wording as it is?

It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.

Free templates that use it

Related clauses

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This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.