What is an Entire Agreement Clause?

An entire agreement clause, also known as a merger clause, is a provision in a contract that states that the contract is the complete and final agreement between the parties. It is intended to prevent the parties from relying on any prior or contemporaneous agreements, representations, or understandings that are not included in the written contract.

In other words, an entire agreement clause is a way to ensure that the written contract is the only agreement that governs the relationship between the parties. It is often used to prevent disputes and misunderstandings that can arise from oral or written agreements that are not included in the written contract.

Why is an Entire Agreement Clause Important?

An entire agreement clause is important because it helps to prevent disputes and misunderstandings that can arise from oral or written agreements that are not included in the written contract. It also helps to ensure that the written contract is the only agreement that governs the relationship between the parties.

In addition, an entire agreement clause can help to prevent the parties from relying on prior or contemporaneous agreements, representations, or understandings that are not included in the written contract. This can help to prevent disputes and misunderstandings that can arise from these agreements.

How to Draft an Entire Agreement Clause?

To draft an entire agreement clause, you should include language that states that the contract is the complete and final agreement between the parties. You should also include language that states that the parties are not relying on any prior or contemporaneous agreements, representations, or understandings that are not included in the written contract.

Example of an Entire Agreement Clause:

«This agreement constitutes the entire and exclusive agreement between the parties and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral. The parties acknowledge that they have not relied on any prior or contemporaneous agreements, representations, or understandings that are not included in this agreement.«

Conclusion:

An entire agreement clause is an important provision in a contract that helps to prevent disputes and misunderstandings that can arise from oral or written agreements that are not included in the written contract. It is essential to include an entire agreement clause in your contract to ensure that the written contract is the only agreement that governs the relationship between the parties.