Entire agreement clause: Copy, customize, and use instantly
Introduction
An entire agreement clause states that the written contract is the complete and final understanding between the parties. It means that anything discussed or agreed to before signing, but not included in the contract, won’t be legally binding. This helps avoid confusion and ensures the contract reflects exactly what both parties have agreed to. It’s especially useful when there have been a lot of negotiations or earlier drafts.
Neutral entire agreement clause
This standard clause ensures that the written agreement supersedes all prior discussions or understandings.
This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to its subject matter.
Entire agreement with exceptions clause
This clause allows for specific documents or agreements to remain enforceable alongside the main contract.
This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to its subject matter. Notwithstanding the foregoing, [insert specific document(s), e.g., “the Non-Disclosure Agreement dated [insert date]”] shall remain in full force and effect.
Entire agreement with no reliance clause
This clause explicitly states that neither party relied on external representations not included in the agreement.
This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to its subject matter. Each party acknowledges that it has not relied on any representation, promise, or statement not expressly set out in this agreement.
Entire agreement for multi-phase agreements clause
This clause applies to contracts where additional agreements may be executed in the future.
This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral. Any subsequent agreements relating to this matter must be in writing and signed by all parties.
Entire agreement with amendment clause
This clause allows for modifications to the contract while maintaining its status as the complete agreement.
This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to its subject matter. This agreement may only be amended or modified by a written document signed by both parties.
Entire agreement for international contracts clause
This clause includes language to address international contexts, such as excluding unwritten obligations under foreign laws.
This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to its subject matter. The parties agree that no unwritten obligations or implied terms under the laws of [insert jurisdiction] shall apply to this agreement.
Entire agreement with merger clause
This clause explicitly merges all prior agreements into the current document for clarity.
This agreement constitutes the entire agreement between the parties and supersedes and merges all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to its subject matter.
Entire agreement with severability clause
This clause includes a severability provision to ensure enforceability if any part of the agreement is invalidated.
This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to its subject matter. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Entire agreement with governing law reference clause
This clause ties the entire agreement clause to a specific governing law for interpretation.
This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to its subject matter. This agreement shall be interpreted and enforced in accordance with the laws of [insert jurisdiction].
Entire agreement with disclaimer clause
This clause explicitly disclaims liability for any prior representations or warranties not included in the agreement.
This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to its subject matter. The parties disclaim any liability for representations, promises, or warranties not expressly included in this agreement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.