What is Entire Agreement Clause?

Risk: High. Only what's written matters.

Definition

An entire agreement clause (also called an integration clause or merger clause) states that the written contract represents the complete and final agreement between the parties, superseding all prior conversations, emails, proposals, and verbal promises. This is one of the most consequential clauses in any contract because it means nothing said outside the four corners of the document is enforceable. If a salesperson promised you a discount, a specific feature, or a custom timeline over email, none of that matters once you sign a contract containing this clause. For example, if your SaaS vendor verbally agreed to waive setup fees during negotiations but the signed contract does not mention that waiver, the entire agreement clause means you owe the full setup fee. Watch for this clause in contracts where significant promises were made during sales or negotiations that are not reflected in the final written terms. If something matters to you, it must be in the signed document.

Related Terms

Representations and WarrantiesCounterparts

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