Entire Agreement Clause
Also called: Merger Clause · Integration Clause
An entire agreement clause states that the written contract is the complete agreement between the parties, superseding prior discussions, emails, and proposals. Its effect is that assurances given during negotiation but not written into the contract generally cannot be relied on afterwards.
In more detail
This is routinely dismissed as boilerplate and routinely decisive. If a salesperson promised a capability during the pitch and it never made it into the contract, an entire agreement clause is usually what prevents that promise from being enforceable.
The practical discipline it imposes is simple: anything you are relying on must be in the document. Not in the proposal, not in an email thread, not in a demo — in the contract or an annexed schedule expressly incorporated into it.
Well-drafted versions often carve out fraudulent misrepresentation, which most legal systems will not permit a party to exclude in any event, and expressly list which documents (schedules, SOWs, order forms) do form part of the agreement.
A buyer signs after being told the platform integrates with their CRM. The contract says nothing about integrations and contains an entire agreement clause. When the integration turns out not to exist, the pre-contract assurance is very difficult to rely on.
What our lawyers check
- Whether anything you are commercially relying on is missing from the written terms
- Which documents are expressly incorporated, and whether any are missing
- Whether fraud and fraudulent misrepresentation are carved out
- How it interacts with the order-of-precedence clause in multi-document structures
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
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