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
3 risks identifiedImportant 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
ChecklistAre 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
ActionableMove 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
1 questionsWhat does entire agreement mean?
It means only the written contract and its included attachments govern the relationship.
Want help reviewing the full contract?
A single clause rarely tells the whole story. Scan the full agreement to spot risks, missing protections, and negotiation points across the whole document.