When drafting a contract, it is important to include an entire agreement clause to ensure that all parties involved are aware of the terms and conditions of the agreement. An entire agreement clause, also known as a merger clause or integration clause, is a provision that states that the written document containing the clause is the complete and final agreement between the parties.
Here are some sample clauses to consider when drafting an entire agreement provision:
1. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements between the parties, whether written or oral.
2. Integration Clause. This Agreement contains the entire understanding of the parties and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.
3. Final Agreement. This Agreement constitutes the final and entire agreement between the parties and supersedes all previous negotiations, understandings, and agreements between them, whether written or oral.
4. Exclusivity Clause. This Agreement contains all the terms and conditions agreed upon by the parties and supersedes any prior or contemporaneous understandings, agreements, or representations, whether oral or written. No additional terms or conditions may be added or incorporated into this Agreement without the written consent of both parties.
5. Merger Clause. This Agreement represents the entire understanding of the parties and constitutes a complete and exclusive statement of the agreement between the parties. This Agreement supersedes all prior negotiations, proposals, and communications between the parties.
Including an entire agreement clause in your contract can provide clarity and certainty for all parties involved. It ensures that all prior negotiations and discussions are captured in writing and that no additional terms can be added without the written consent of all parties. By having a clear and concise agreement in place, it can help avoid any future disputes or confusion.