No merger clause: Copy, customize, and use instantly
Introduction
A no merger clause ensures that the terms of the agreement will continue to govern the relationship between the parties, even after the agreement has been executed or performance has been completed. It clarifies that no provision of the agreement is extinguished or merged into a later agreement or performance, maintaining its enforceability.
Below are templates for no merger clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
No merger clause (general)
This version outlines the general application of a No Merger clause.
The Parties agree that, notwithstanding the completion of any performance or execution of this Agreement, the terms of this Agreement shall not merge or be extinguished by any later agreement or performance. All rights, obligations, and remedies set forth herein shall continue to be enforceable, and no provision of this Agreement shall be superseded or merged into any other agreement unless explicitly stated otherwise.
No merger clause (with reference to subsequent contracts)
This clause includes provisions for subsequent contracts.
The Parties agree that, upon execution of this Agreement, no provision herein shall merge into any subsequent contract, arrangement, or agreement entered into between the Parties, except where explicitly stated in writing. The terms and conditions of this Agreement will remain in effect and continue to bind the Parties even after the performance or termination of the contract.
No merger clause (with preservation of remedies)
This version ensures the preservation of remedies after execution.
The Parties agree that no provision of this Agreement shall merge into or be extinguished by any subsequent action, performance, or contract. All remedies, including those for breach, shall remain available to the Parties, and the provisions of this Agreement shall continue to be enforceable even after performance has been completed or the Agreement has been executed.
No merger clause (with regard to completed obligations)
This clause applies the No Merger rule even after obligations have been completed.
The Parties agree that the performance of obligations under this Agreement shall not result in the merger of any of the provisions of this Agreement. Even after all obligations have been completed, the terms and conditions set forth in this Agreement shall remain in full effect unless explicitly amended or terminated in accordance with the provisions hereof.
No merger clause (with termination provisions)
This version specifies that termination does not result in merger.
The Parties agree that termination or expiration of this Agreement shall not cause any terms, obligations, or remedies specified in this Agreement to merge or be extinguished. Any provision of this Agreement that, by its nature, should survive termination, shall remain in full effect and shall continue to be enforceable following the termination or expiration of this Agreement.
No merger clause (with reference to previous agreements)
This clause refers to the continuity of prior agreements.
The Parties agree that no provision of this Agreement shall merge into or supersede any prior agreements, contracts, or understandings between the Parties unless expressly stated. The rights and obligations under previous agreements shall remain enforceable alongside the terms of this Agreement, unless the previous agreements are explicitly amended or terminated by mutual consent of the Parties.
No merger clause (with post-performance enforcement)
This version clarifies that enforcement continues post-performance.
The Parties agree that upon completion of performance under this Agreement, no provision of this Agreement shall be considered merged into any subsequent performance, contract, or settlement. The provisions of this Agreement shall remain enforceable, and the rights of the Parties to seek enforcement shall continue in full effect despite any performance or termination of obligations under the Agreement.
No merger clause (with reference to dispute resolution)
This clause emphasizes that dispute resolution provisions continue.
The Parties agree that the dispute resolution provisions in this Agreement shall not merge or be extinguished upon the completion of performance, execution, or termination of the Agreement. The dispute resolution procedures outlined herein shall remain in full force and effect, and any claims or disputes arising from this Agreement shall be subject to the resolution mechanisms set forth in this Agreement, even after performance or execution.
No merger clause (with financial provisions)
This version ensures that financial provisions are not merged.
The Parties agree that all financial terms, including payments, penalties, or any other financial obligations, shall not merge into any subsequent agreement or action taken under this Agreement. These financial terms shall continue to be binding and enforceable following the execution and performance of this Agreement and shall not be negated by any subsequent actions or agreements between the Parties.
No merger clause (with reference to non-compete or confidentiality clauses)
This clause ensures non-compete and confidentiality provisions survive.
The Parties agree that the non-compete, confidentiality, and any other similar restrictive covenants contained within this Agreement shall not merge or be extinguished upon completion or termination of this Agreement. These provisions shall remain enforceable after the Agreement’s termination and shall continue to bind the Parties in accordance with their terms.
No merger clause (with reference to intellectual property rights)
This version applies to intellectual property rights.
The Parties agree that intellectual property rights established under this Agreement, including any licenses, patents, copyrights, or trademarks, shall not merge into or be superseded by any subsequent agreement, contract, or performance. These rights will remain in full effect and enforceable, regardless of any actions taken under subsequent agreements or negotiations between the Parties.
No merger clause (with indemnity obligations)
This version ensures indemnity obligations are not merged.
The Parties agree that any indemnity obligations outlined in this Agreement will not merge upon the completion of the Agreement or performance of its terms. These obligations shall remain in effect and continue to be enforceable, even after termination, execution, or any other actions taken under this Agreement.
No merger clause (with survival of warranties)
This clause ensures warranties survive after performance.
The Parties agree that any warranties made by either Party under this Agreement shall not merge or be extinguished upon the execution or performance of this Agreement. These warranties will remain in full force and effect and continue to be enforceable, even after performance or upon termination of the Agreement.
No merger clause (with ongoing compliance obligations)
This version applies to ongoing compliance obligations.
The Parties agree that any ongoing compliance obligations, such as adherence to applicable laws or regulatory requirements, shall not merge into subsequent performance or termination of this Agreement. The Parties will continue to comply with these obligations, and they shall remain enforceable throughout the duration of the relationship, even after the completion of the Agreement’s performance.
No merger clause (with confidentiality after termination)
This clause ensures confidentiality survives after termination.
The Parties agree that any confidentiality provisions in this Agreement shall not merge or terminate upon the execution or termination of this Agreement. Confidentiality obligations will remain in full effect and enforceable after the Agreement’s termination and shall continue for the duration specified in the confidentiality provisions.
No merger clause (with limitations on liability)
This version ensures limitations on liability are not merged.
The Parties agree that any limitations on liability set forth in this Agreement shall not merge or be extinguished upon the completion of the Agreement or its performance. The limitations on liability shall remain in full effect and continue to apply even after termination, execution, or fulfillment of obligations under the Agreement.
No merger clause (with enforcement of non-disclosure agreements)
This clause ensures non-disclosure agreements continue after execution.
The Parties agree that any non-disclosure agreements or obligations related to confidentiality and proprietary information shall not merge or be extinguished upon the performance or completion of this Agreement. These agreements will continue to bind the Parties after termination and will remain enforceable in accordance with their terms.
No merger clause (with tax liabilities)
This version addresses the continuation of tax liabilities.
The Parties agree that any tax liabilities, including those related to taxes accrued during the performance of this Agreement, shall not merge into any subsequent agreement or action. These liabilities will remain enforceable after the completion or termination of this Agreement, and the Parties shall ensure all taxes due are paid.
No merger clause (with dispute resolution mechanism)
This clause ensures the dispute resolution mechanism remains in place.
The Parties agree that the dispute resolution provisions set forth in this Agreement shall not merge or be extinguished upon the performance or termination of this Agreement. The dispute resolution mechanism, including any requirements for mediation or arbitration, shall remain in full force and effect, regardless of the completion or execution of the Agreement.
No merger clause (with financial audits)
This version ensures financial audit provisions are not merged.
The Parties agree that any provisions regarding the right to audit financial records or review financial statements shall not merge upon the execution or termination of this Agreement. These audit rights will remain enforceable after performance and shall continue for the duration specified in the Agreement, ensuring transparency and accountability.
No merger clause (with legal action for breach)
This clause ensures that legal actions for breach continue.
The Parties agree that in the event of a breach of any provision of this Agreement, legal actions or remedies for breach shall not merge into the performance or completion of the Agreement. These remedies, including the right to seek damages or specific performance, shall remain available to the Parties and enforceable after termination or execution of the Agreement.
No merger clause (with insurance obligations)
This version addresses ongoing insurance obligations.
The Parties agree that any insurance obligations under this Agreement shall not merge or be extinguished upon the performance or completion of the Agreement. The Parties will continue to maintain insurance coverage as specified in this Agreement, and the insurance provisions will remain enforceable even after termination or execution of the Agreement.
No merger clause (with licensing terms)
This clause ensures licensing terms continue after execution.
The Parties agree that any licensing terms granted under this Agreement shall not merge upon the completion or termination of the Agreement. Any license granted will remain in full effect, and the terms of such licenses shall continue to be enforceable after the Agreement has been executed or terminated.
No merger clause (with obligations for future actions)
This version includes obligations for future actions that are not merged.
The Parties agree that any obligations requiring future actions, including the delivery of documents, completion of tasks, or the provision of services, shall not merge into the performance or termination of this Agreement. These obligations will remain enforceable and continue after the completion of the Agreement’s execution, ensuring that future actions are taken as necessary.
No merger clause (with provision for future amendments)
This clause addresses the continuation of amendments after performance.
The Parties agree that any amendments to this Agreement will not merge into the execution or performance of the original Agreement. Amendments will remain valid and enforceable even after the execution or completion of the Agreement, ensuring that any changes are incorporated as separate, enforceable terms.
No merger clause (with independent enforceability of covenants)
This version ensures the independent enforceability of covenants.
The Parties agree that any covenants, promises, or conditions set forth in this Agreement shall not merge into the completion or performance of the Agreement. These covenants will remain separately enforceable after the Agreement’s execution and will continue to bind the Parties as provided in the Agreement.
No merger clause (with limitation on indemnification rights)
This clause ensures indemnification rights are not merged.
The Parties agree that the indemnification provisions of this Agreement shall not merge or be extinguished upon the completion or performance of the Agreement. Indemnification rights and obligations will remain in full force and effect after the execution, completion, or termination of the Agreement, ensuring protection for the Parties even after performance.
No merger clause (with continued obligations after termination)
This version ensures that certain obligations continue after termination.
The Parties agree that certain obligations under this Agreement, including confidentiality, non-compete, and non-disclosure agreements, shall not merge or be extinguished upon the termination of the Agreement. These obligations will continue to be enforceable and bind the Parties even after the Agreement is terminated.
No merger clause (with preservation of intellectual property rights)
This version ensures the preservation of intellectual property rights.
The Parties agree that intellectual property rights, including copyrights, trademarks, and patents, shall not merge or be extinguished upon the completion or termination of this Agreement. Any intellectual property created or utilized under this Agreement will remain the exclusive property of the Parties as outlined in this Agreement, and these rights shall continue to be enforceable after the Agreement's performance or termination.
No merger clause (with ongoing compliance with regulatory requirements)
This clause ensures compliance with ongoing regulatory requirements.
The Parties agree that all obligations related to regulatory compliance, including adherence to applicable industry standards, will not merge upon the performance or completion of this Agreement. The Parties will continue to comply with all applicable regulations and will ensure ongoing compliance, even after the execution or termination of this Agreement.
No merger clause (with survival of confidentiality clauses)
This version ensures the survival of confidentiality clauses.
The Parties agree that all confidentiality obligations under this Agreement shall not merge or be extinguished upon the performance or termination of the Agreement. These confidentiality provisions shall survive and remain enforceable after the execution or termination of the Agreement, and the Parties shall continue to protect confidential information in accordance with these terms.
No merger clause (with provision for continued obligations of performance)
This clause emphasizes that performance obligations continue even after completion.
The Parties agree that any ongoing performance obligations, including post-delivery support, training, or other services, shall not merge or be extinguished upon the completion of the primary obligations of this Agreement. The Parties will fulfill these continuing obligations as specified, and they shall remain in effect even after the Agreement’s performance or termination.
No merger clause (with preservation of dispute resolution mechanisms)
This version ensures that dispute resolution mechanisms are preserved.
The Parties agree that the dispute resolution provisions set forth in this Agreement shall not merge or be extinguished upon completion or termination of the Agreement. Any disputes arising from or related to this Agreement will continue to be subject to the dispute resolution processes outlined herein, including arbitration or mediation, as applicable.
No merger clause (with post-termination obligations)
This clause includes post-termination obligations.
The Parties agree that certain obligations, including non-competition, non-solicitation, and confidentiality provisions, shall survive the termination of this Agreement and will not merge upon its completion. These post-termination obligations shall remain enforceable for the duration specified in this Agreement and will continue after the termination of the Agreement.
No merger clause (with obligation to indemnify after termination)
This version includes indemnification provisions post-termination.
The Parties agree that indemnification obligations shall not merge or be extinguished upon the completion or termination of this Agreement. The indemnifying Party shall continue to indemnify the other Party for any claims, losses, or damages incurred after the termination of this Agreement, and the indemnification provisions shall remain enforceable.
No merger clause (with survival of payment obligations)
This clause ensures that payment obligations continue.
The Parties agree that any payment obligations under this Agreement, including outstanding fees or reimbursements, shall not merge upon the completion or termination of the Agreement. These obligations will remain enforceable, and any amounts due will continue to be payable even after the Agreement has been executed or terminated.
No merger clause (with requirement for ongoing reporting)
This version addresses ongoing reporting requirements.
The Parties agree that the requirement for ongoing reporting and submission of necessary documents shall not merge or be extinguished upon the execution or performance of this Agreement. The Parties will continue to submit required reports and documentation as specified in this Agreement, even after its termination or completion.
No merger clause (with provision for future performance audits)
This clause includes provisions for performance audits.
The Parties agree that the right to conduct performance audits and inspections will not merge upon completion or termination of this Agreement. The Parties shall retain the right to audit and inspect performance and compliance with the terms of the Agreement, even after its completion, for a period specified in this Agreement.
No merger clause (with provision for future use of proprietary information)
This version addresses future use of proprietary information.
The Parties agree that any proprietary or confidential information shared under this Agreement shall not merge into any subsequent agreement or action taken under this Agreement. This information will remain protected under the confidentiality provisions, and its use will continue to be governed by the terms of this Agreement, even after performance or termination.
No merger clause (with conditions for subsequent agreements)
This clause ensures conditions for subsequent agreements are not merged.
The Parties agree that the terms and conditions outlined in this Agreement shall not merge into any future agreements or contracts, except where explicitly referenced. Any subsequent agreement or arrangement between the Parties will be governed by its own terms, and the terms of this Agreement will not automatically carry over unless expressly stated.
No merger clause (with survival of force majeure provisions)
This version ensures the survival of force majeure provisions.
The Parties agree that the force majeure provisions set forth in this Agreement shall not merge or be extinguished upon completion or termination of the Agreement. In the event of unforeseen circumstances affecting performance, these provisions shall remain enforceable and applicable, ensuring protection for the Parties if performance is hindered by events outside their control.
No merger clause (with post-completion warranties)
This clause addresses post-completion warranties.
The Parties agree that any warranties made under this Agreement, including warranties of performance, materials, and quality, shall not merge upon the completion or termination of the Agreement. These warranties will remain enforceable for the period specified and continue to bind the Parties after the Agreement’s execution.
No merger clause (with continuation of licensing agreements)
This version applies to the continuation of licensing agreements.
The Parties agree that any licensing agreements established under this Agreement will not merge or be extinguished upon completion or termination of the Agreement. All rights and obligations associated with any licensing arrangements will continue to be enforceable and remain in effect according to the terms of the individual licensing agreements.
No merger clause (with continuation of restrictive covenants)
This clause ensures restrictive covenants continue.
The Parties agree that any restrictive covenants, including non-compete, non-solicitation, and non-disclosure clauses, will not merge upon the completion or termination of this Agreement. These provisions will remain in effect and enforceable for the period specified, even after the termination of the Agreement.
No merger clause (with preservation of benefit provisions)
This version ensures the preservation of benefit provisions.
The Parties agree that the benefit provisions under this Agreement, including benefits related to health, safety, or compensation, shall not merge upon completion or termination. These benefits will remain enforceable, and the Parties will continue to honor these provisions as required, even after the termination of the Agreement.
No merger clause (with continuation of performance obligations for subcontractors)
This clause includes provisions for subcontractors’ performance obligations.
The Parties agree that the performance obligations of subcontractors, as defined in this Agreement, shall not merge into any subsequent agreement or performance. The Parties will ensure that all subcontractors continue to comply with the terms of the Agreement, and the subcontractors' obligations remain in effect even after the Agreement’s completion.
No merger clause (with obligation for ongoing training)
This version addresses ongoing training obligations.
The Parties agree that any obligations for employee training, certification, or development required by this Agreement shall not merge or be extinguished upon the execution or completion of this Agreement. These training requirements will remain in force, and employees will continue to comply with these obligations as specified.
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