Merger clause: Copy, customize, and use instantly
Introduction
A merger clause, also known as an integration clause, ensures that the written terms of the contract are the complete and final understanding between the parties. It displaces any prior agreements or discussions and reinforces the contract as the sole, binding document.
Below are templates for merger clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard merger clause
This version includes a basic integration of all prior agreements.
This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements, understandings, and discussions, whether written or oral, relating to the subject matter of this Agreement.
Merger clause with exclusion of verbal representations
This version excludes verbal representations.
No verbal or written representations or statements not expressly included in this Agreement shall be binding on the parties. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof.
Merger clause with written modifications only
This version includes written modifications only.
Any modifications or amendments to this Agreement must be in writing and executed by authorized representatives of both parties. No oral changes, representations, or agreements shall alter the terms of this Agreement.
Merger clause with exclusion of prior discussions
This version excludes prior discussions.
The parties acknowledge that this Agreement reflects their entire understanding and intention regarding the subject matter and excludes all prior discussions, proposals, or drafts, whether written or oral.
Merger clause with acknowledgment of prior agreements
This version acknowledges prior agreements.
The parties acknowledge that this Agreement supersedes and replaces any previous agreements or understandings, written or oral, regarding the subject matter hereof, except for any specific provisions agreed to separately.
Merger clause with full integration of all previous agreements
This version integrates all prior agreements.
This Agreement represents the full and complete understanding of the parties, superseding any previous agreements, discussions, or representations, whether oral or written, related to the subject matter of this Agreement.
Merger clause with clarification of enforceability
This version clarifies enforceability.
This Agreement constitutes the final, binding, and enforceable agreement between the parties, superseding all prior oral or written understandings, representations, or agreements that may have been made prior to the execution of this Agreement.
Merger clause with waiver of oral agreements
This version waives oral agreements.
Any previous oral or written agreements between the parties concerning the subject matter of this Agreement are hereby nullified and replaced by the terms of this written Agreement. No oral agreement will be considered valid unless incorporated into this document.
Merger clause with exception for confidentiality agreements
This version makes an exception for confidentiality agreements.
Except for any existing confidentiality or non-disclosure agreements, this Agreement contains the full understanding of the parties and supersedes all prior agreements, whether oral or written, relating to the subject matter.
Merger clause with acknowledgment of prior drafts
This version acknowledges prior drafts.
The parties acknowledge that this Agreement is the final version and supersedes any and all drafts or preliminary agreements exchanged between the parties prior to the execution of this document.
Merger clause with exclusion of verbal modifications
This version excludes verbal modifications.
No verbal statements or oral modifications shall amend this Agreement. Any changes must be made in writing and signed by both parties to be valid.
Merger clause with clause for future amendments
This version includes provisions for future amendments.
This Agreement represents the entire understanding between the parties as of the date of execution. Any future amendments or modifications shall be in writing and signed by both parties.
Merger clause with reference to governing law
This version includes a reference to governing law.
This Agreement constitutes the complete and exclusive understanding between the parties with respect to the subject matter and supersedes all prior agreements, discussions, and representations, and shall be governed by the laws of [State/Country].
Merger clause with prohibition on reliance on prior representations
This version prohibits reliance on prior representations.
The parties acknowledge that they are not relying on any representations or agreements made prior to the execution of this Agreement. All prior representations, whether oral or written, are superseded by this document.
Merger clause with limitation to written amendments
This version limits amendments to written form.
No amendments, modifications, or supplements to this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. Any prior agreements or understandings, whether written or oral, are hereby superseded.
Merger clause with no waiver of rights
This version includes a no-waiver provision.
The terms of this Agreement constitute the complete and exclusive agreement between the parties. No waiver or modification of this Agreement shall be effective unless made in writing and signed by both parties, and no waiver of any right or provision shall be deemed a waiver of any other.
Merger clause with no conflict with prior agreements
This version ensures no conflict with prior agreements.
The parties confirm that this Agreement does not conflict with or supersede any existing agreements that are not related to the subject matter hereof, and that any prior agreements concerning the subject matter are fully replaced by this document.
Merger clause with acknowledgment of prior negotiations
This version acknowledges prior negotiations.
The parties acknowledge that this Agreement represents the full and final understanding between them, superseding all prior negotiations, drafts, and proposals, whether oral or written.
Merger clause with binding effect
This version emphasizes the binding effect.
This Agreement, executed by the parties, shall be binding upon them and their respective successors and assigns. It supersedes all prior agreements, representations, and understandings concerning the subject matter.
Merger clause with clarification of written modifications
This version clarifies that modifications must be written.
Any modification, amendment, or change to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement supersedes all prior written and oral agreements between the parties.
Merger clause with emphasis on entire agreement
This version emphasizes the entire agreement.
This Agreement represents the entire agreement between the parties, and no oral or written communications or prior agreements not expressly incorporated into this Agreement shall be binding.
Merger clause with reference to prior confidentiality agreements
This version references confidentiality agreements.
This Agreement supersedes all prior agreements and understandings except for any confidentiality agreements or non-disclosure agreements previously executed by the parties, which remain in full force and effect.
Merger clause with a statement about independent counsel
This version includes a statement about independent counsel.
Each party acknowledges that they have had the opportunity to seek independent legal counsel regarding the terms and conditions of this Agreement. This document supersedes any previous oral or written agreements or representations between the parties.
Merger clause with finality of terms
This version emphasizes the finality of terms.
The parties agree that the terms of this Agreement are final and complete. Any prior discussions, agreements, or representations are superseded and replaced by the terms set forth herein.
Merger clause with waiver of conflicting terms
This version includes a waiver of conflicting terms.
In the event of any conflict between this Agreement and any prior agreements or representations, the terms of this Agreement shall prevail. All prior agreements and representations are hereby waived to the extent they conflict with this Agreement.
Merger clause with reference to standard terms and conditions
This version includes reference to standard terms.
The parties agree that this Agreement, including the attached standard terms and conditions, constitutes the entire understanding between them and supersedes any prior agreements or representations, whether oral or written.
Merger clause with right to incorporate future documents
This version allows future documents.
The parties agree that any future documents related to this Agreement, including amendments or updates, shall be incorporated herein and become part of this Agreement upon mutual written consent of both parties.
Merger clause with acknowledgment of due execution
This version acknowledges due execution.
The parties acknowledge that this Agreement has been duly executed by their authorized representatives, and supersedes any prior agreements, representations, or understandings, whether written or oral.
Merger clause with exclusion of prior drafts
This version excludes prior drafts.
This Agreement constitutes the final and complete agreement between the parties. Any drafts, preliminary agreements, or proposals exchanged prior to this Agreement shall have no legal effect and are hereby excluded.
Merger clause with prohibition on oral modifications
This version prohibits oral modifications.
No oral modification or amendment to this Agreement shall be valid. Any changes or amendments must be in writing and signed by both parties to be effective.
Merger clause with provision for written consent for future agreements
This version allows future agreements with written consent.
Any future agreements between the parties related to the subject matter of this Agreement must be made in writing and signed by authorized representatives of both parties, superseding any prior agreements or discussions.
Merger clause with recognition of prior representations
This version acknowledges prior representations.
The parties acknowledge that this Agreement reflects their full understanding, superseding any prior representations, statements, or discussions, whether oral or written, regarding the subject matter.
Merger clause with exclusivity of agreement
This version includes exclusivity.
This Agreement is the exclusive agreement between the parties regarding the subject matter and supersedes all prior agreements, proposals, or discussions that are inconsistent with its terms.
Merger clause with express exclusion of prior oral agreements
This version excludes prior oral agreements.
This Agreement represents the entire and complete understanding between the parties and supersedes all prior oral agreements, representations, or discussions, whether written or verbal, related to the subject matter.
Merger clause with acknowledgement of superseded terms
This version acknowledges superseded terms.
The parties acknowledge that any prior agreements, understandings, or representations regarding the subject matter of this Agreement are hereby superseded and replaced in their entirety by the terms of this document.
Merger clause with provision for written amendments
This version allows written amendments.
Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties. No oral amendments shall be effective.
Merger clause with integration of future correspondence
This version integrates future correspondence.
The parties agree that any future written correspondence, including emails or letters, related to this Agreement, shall be considered part of the Agreement if referenced and agreed upon in writing.
Merger clause with no waiver of prior obligations
This version includes a no-waiver provision.
The failure of either party to enforce any provision of this Agreement following a violation or breach does not waive or diminish their right to enforce such provisions or any other provisions in the future.
Merger clause with reference to earlier drafts
This version includes a reference to earlier drafts.
The parties agree that any prior drafts, preliminary agreements, or proposals exchanged between them are superseded by this final, executed Agreement, which governs their rights and obligations.
Merger clause with confirmation of full execution
This version confirms full execution of the Agreement.
The parties hereby confirm that this Agreement, as executed by their authorized representatives, constitutes the full and final agreement regarding the subject matter and supersedes all prior agreements.
Merger clause with exclusion of non-binding communications
This version excludes non-binding communications.
Any non-binding communications, such as preliminary proposals or informal discussions, exchanged prior to this Agreement, are excluded and have no bearing on the terms set forth herein.
Merger clause with prohibition on reliance on previous statements
This version prohibits reliance on prior statements.
The parties agree that neither has relied on any prior statements, representations, or promises not expressly set forth in this Agreement, and any prior oral or written agreements are void.
Merger clause with clarification of executed contract being final
This version clarifies the finality of the executed contract.
Upon execution of this Agreement, it shall supersede any and all prior contracts, agreements, or understandings, oral or written, and shall be the definitive and binding document between the parties.
Merger clause with full integration of all related agreements
This version fully integrates all related agreements.
This Agreement and any documents incorporated by reference constitute the complete and exclusive agreement between the parties and supersede all prior written or oral agreements related to the subject matter.
Merger clause with exclusion of non-signed agreements
This version excludes non-signed agreements.
Any draft agreements, proposals, or representations not signed by the parties shall have no legal effect and are explicitly excluded from the terms of this Agreement.
Merger clause with reference to governing law
This version includes a reference to governing law.
This Agreement supersedes all prior written or oral agreements and is governed by the laws of [State/Country], and any amendments shall be subject to the same governing law.
Merger clause with no oral representations affecting agreement
This version states that oral representations do not affect the agreement.
No oral representations or discussions prior to or during the execution of this Agreement shall be binding or affect the obligations and rights of the parties as set forth in this written document.
Merger clause with affirmation of binding effect
This version affirms binding effect.
The parties affirm that this Agreement is legally binding and supersedes all prior agreements and understandings between the parties, whether written or oral, with respect to the subject matter.
Merger clause with allowance for future modifications in writing
This version allows for future modifications in writing.
The parties acknowledge that any modifications or amendments to this Agreement must be made in writing and signed by both parties to be valid. No verbal modifications shall be considered binding.
Merger clause with acknowledgment of due consideration
This version includes acknowledgment of due consideration.
The parties acknowledge that they have received full and adequate consideration for entering into this Agreement, and all prior agreements, discussions, or representations are now superseded by the terms of this Agreement.
Merger clause with exclusion of non-pertinent prior contracts
This version excludes non-pertinent prior contracts.
This Agreement supersedes all prior contracts, agreements, and understandings between the parties that are unrelated to the subject matter of this Agreement.
Merger clause with exclusivity of written agreement
This version emphasizes exclusivity of the written agreement.
The parties agree that this written Agreement is the sole and exclusive document governing the relationship between the parties, superseding all prior or contemporaneous agreements, whether oral or written.
Merger clause with modification by mutual consent
This version allows modification by mutual consent.
This Agreement may only be modified, altered, or amended by a written agreement signed by both parties, and any prior oral or written agreements or discussions shall not affect this Agreement.
Merger clause with no reliance on past conduct
This version excludes reliance on past conduct.
Neither party shall rely on any conduct, actions, or prior written or oral agreements between the parties that are not expressly set forth in this Agreement.
Merger clause with inclusion of attachments
This version includes attachments as part of the agreement.
This Agreement, together with any attached schedules, exhibits, and documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements.
Merger clause with language of severability
This version includes a severability provision.
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall renegotiate the invalid provision to reflect the parties' original intent.
Merger clause with non-binding pre-agreement discussions
This version specifies pre-agreement discussions are non-binding.
Any discussions, proposals, or negotiations prior to this Agreement were non-binding and shall not be relied upon by either party, except as expressly stated in this Agreement.
Merger clause with no effect of prior drafts or proposals
This version clarifies no effect of prior drafts or proposals.
Any drafts, proposals, or preliminary documents exchanged by the parties prior to the execution of this Agreement are not binding and have no effect on the terms outlined herein.
Merger clause with complete and exclusive written document
This version emphasizes complete and exclusive written form.
This Agreement constitutes the complete and exclusive written agreement between the parties regarding the subject matter and supersedes any prior written or oral agreements, representations, or understandings.
Merger clause with final binding agreement
This version asserts a final binding agreement.
The execution of this Agreement represents the final, binding agreement between the parties and supersedes all prior negotiations, proposals, and discussions related to the subject matter hereof.
Merger clause with exclusion of contingent prior documents
This version excludes contingent prior documents.
Any prior agreements, letters of intent, or memoranda of understanding that are contingent upon the execution of this Agreement are superseded and shall have no further force or effect.
Merger clause with agreement on amendments by mutual written consent
This version allows amendments by mutual written consent.
This Agreement may be amended, modified, or supplemented only by a written document executed by authorized representatives of both parties.
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.