Entire Agreement
An entire agreement clause states that the written contract is the complete deal between the parties, replacing all earlier discussions, proposals, and promises.
What it does
Contracts are preceded by sales calls, proposals, emails, and demos. Some of what is said in that process is not reflected in the final document. The entire agreement clause draws a line: only what is in the contract counts. Anything said before that is not in the document has no contractual effect.
The clause usually has two parts. The first is the integration statement: this document (and any schedules or documents it expressly incorporates) is the whole agreement. The second is a non-reliance statement: each party confirms it has not relied on any statement not set out in the contract. The non-reliance part is aimed at claims for misrepresentation, which in some legal systems can succeed even where a contract claim would not.
Almost universally, the clause cannot exclude liability for fraud. A well-drafted clause says so expressly, because a clause that appears to exclude fraud may be struck down entirely in some jurisdictions. How much protection the clause gives against non-fraudulent misrepresentation varies considerably between legal systems.
Example wording
This Agreement, together with the documents referred to in it, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, agreements, and understandings, whether written or oral, relating to its subject matter. Each party acknowledges that it has not relied on any statement, representation, or warranty not expressly set out in this Agreement. Nothing in this clause limits or excludes any liability for fraud.
Risks for SMBs
The sales promise that vanished. The vendor’s salesperson said the software integrates with your accounting system. The proposal said so too. The contract does not. After signing, the entire agreement clause means the integration promise is, contractually, gone. Before signing, list every promise you are relying on and check it is in the document. If it is not, add it, or attach the proposal as a schedule that forms part of the agreement.
Order of precedence. When the proposal, the master agreement, an order form, and the supplier’s online terms all form part of the agreement, they can conflict. The clause, or a separate precedence clause, should say which document wins. Without it, the answer is uncertain.
Online terms incorporated by link. “This Agreement incorporates the Supplier’s terms of service at [URL]” brings in a document the supplier can change, and the entire agreement clause then makes that document part of the deal. Ask for a dated copy to be attached instead.
Supplier-side value. For an SMB supplier, the clause is protective. Sales conversations are informal, and the clause stops a customer building a claim around an optimistic remark made months before signing. Include it, and make sure the sales team knows why the contract matters.
Jurisdiction. Some legal systems give the parties’ pre-contract conduct and statements weight in interpreting the contract regardless of the clause. The clause narrows the field, but does not always close it.
Common variants and negotiation points
- Attach the proposal. The simplest fix for a customer is to attach the supplier’s proposal or response to tender as a schedule, ranked below the main terms in precedence but above nothing at all.
- Precedence clause. Agree an order: main agreement, then schedules, then order forms, then any referenced policies. Order forms sometimes rank first for commercial terms only.
- Non-reliance limits. Customers with leverage sometimes strike the non-reliance sentence, or limit it so that the supplier’s written pre-contract answers to specific questions remain actionable.
- Fraud carve-out. Always keep it. Removing it does not help the supplier and risks the whole clause.
- Collateral agreements. Where side letters exist, list them expressly, or the clause may cancel them.
Related clauses
- Amendment: the only way to change the agreement once the entire agreement clause fixes it.
- Warranty: the mechanism for putting important promises into the contract.
- Severability: what happens if part of the agreement is struck down.
- Governing law: determines how much the clause actually excludes.
This page is general information about a common contract clause. It is not legal advice and does not account for your jurisdiction, industry, or the specific contract in front of you. Talk to a qualified lawyer before relying on it.
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