Clause guide
Entire Agreement Clause clause: meaning, risks, and what to negotiate
States that the written contract is the full and final agreement between the parties.
What it means
This clause can wipe out reliance on earlier emails, sales promises, proposals, or side discussions unless they are written into the contract.
Common risks
- • Important promises made during negotiation may not be enforceable.
- • Prior proposals or statements may be excluded.
- • You may assume protections exist when they are not in the written agreement.
What to check before signing
- • Are all important commercial promises included in the contract?
- • Does the clause override proposals, emails, or term sheets?
- • Are referenced attachments and schedules included?
Negotiation ideas
- • Move key promises into the agreement itself.
- • Attach relevant statements of work, proposals, or schedules.
- • Add a clause preserving expressly identified pre-contract documents if needed.
Example clause
“This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings relating to its subject matter.”
Frequently asked questions
What does entire agreement mean?
It means only the written contract and its included attachments govern the relationship.
Related clauses
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