Entire Agreement Clause

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Entire Agreement Clause
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Entire Agreement Clause Defined

Entire agreement clauses state that new contracts supersede previous contracts, including verbal agreements, business discussions, and pending contract negotiations. They prevent parties from claiming that another contract took precedent over the existing agreement

Here’s an article about entire agreement clauses.

Entire Agreement Clause Explained

Entire agreement clauses are generally considered to be boilerplate, such as a merger clause or integration clause. They follow the rules of common law over a written contract. If you don’t want future disputes to arise over previous discussions or contracts, ensure that you insert entire agreement clauses when drafting them.

This article explains how to protect yourself in entire agreement clauses.

Purpose of Entire Agreement Clause

The purpose of entire agreement clauses is to lessen the chances of a dispute relating to contracts preceding the current arrangement. They also clarify that the document in question is considered the entire agreement made by and between the parties. You should have an entire agreement clause if you want to place a “box” around the relevant transaction.

Entire Agreement Clause Examples

Examples of agreement clauses include:

Example 1. Excluding all previous negotiation discussions for the formation of joint ventures
Example 2. Preventing disputes when contracts were previously in place
Example 3. Diminishing the chance of misrepresentation claims

Entire Agreement Clause Samples

Sample 1 – Purchase and Sale Contract

Entire Agreement. This Contract embodies the entire Contract between the parties hereto concerning the subject matter hereof and supersedes all prior conversations, proposals, negotiations, understandings and contracts, whether written or oral.

Reference:

Security Exchange Commission - Edgar Database, EX-10.42 2 aipl2landmark_ex10z42.htm EXHIBIT 10.42, Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/711642/000071164209000488/aipl2landmark_ex10z42.htm >.

Sample 2 – Asset Purchase Agreement

Entire Agreement; No Third Party Beneficiaries. This Agreement, the other Transaction Documents, the Nondisclosure Agreement dated as of August 6, 2009 between Buyer and Seller, and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits and the Schedules (including the Seller Disclosure Schedule) (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person any rights or remedies hereunder.

Reference:

Security Exchange Commission - Edgar Database, EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT, Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1428669/000119312510013625/dex21.htm >.

Sample 3 – Share Purchase Agreement

Entire Agreement. This Agreement (including all Schedules and Exhibits hereto) and the agreements referred to in or contemplated by this Agreement constitute the entire understanding and agreement among the Parties and supersede any and all prior or contemporaneous, oral or written, representations, communications, understandings and agreements among the Parties with respect to the subject matter hereof or thereof to the extent inconsistent with or contradictory to this Agreement or such other agreements.

Reference:

Security Exchange Commission - Edgar Database, EX-4.12 3 dex412.htm SHARE PURCHASE AGREEMENT, Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1329394/000119312507148404/dex412.htm >.

Sample 4 – Asset Purchase Agreement

Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth in this Agreement has been made or relied upon by the Parties. None of the provisions of this Agreement and the Ancillary Agreements is intended to confer upon any Person other than the Parties to this Agreement any rights or remedies under the terms of this Agreement.

Reference:

Security Exchange Commission - Edgar Database, EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT, Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1080866/000119312508111207/dex21.htm >.

Sample 5 – Asset Purchase Agreement

Entire Agreement. This Agreement, the Schedules, the Exhibits hereto and the Additional Agreements embody the entire agreement and understanding of the parties in respect of any subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter including, but not limited to, (a) the Confidentiality Agreement among Buyer and Seller dated March 11, 2010 and (b) the letter of intent among Buyer, Seller and Stockholder dated on or about April 30, 2010.

Reference:

Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm ASSET PURCHASE AGREEMENT, Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/92769/000119312510145775/dex101.htm >.

Sample 6 – Share Purchase Agreement

Reference:

Security Exchange Commission - Edgar Database, EX-4.12 3 dex412.htm SHARE PURCHASE AGREEMENT, Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1329394/000119312507148404/dex412.htm >.

Common Contracts with Entire Agreement Clauses

Common contracts with entire agreement clauses include:

Employment contracts
Real estate contracts
Insurance agreements
Supply agreements
Services contracts
Sales contracts
Construction contracts

Use entire agreement clauses if you want to reach a full and final agreement with the other party.

Entire Agreement Clause FAQs

Entire agreement clauses have a legal impact. Check out the entire agreement clause FAQs below to learn more:

Is an entire agreement clause also an exclusion clause?

An entire agreement clause is not an exclusion clause. An exclusion clause limits the liabilities and obligations of a party, whereas an entire agreement clause usurps all existing agreements related to the transaction.

Can entire agreement clauses exclude implied terms?

Entire agreement clauses don’t generally exclude implied terms since they don’t relate to the terms of the transaction directly. For example, severability does not negate an entire contract if one or more provisions around to be unenforceable while the enforceable terms survive.

If your contract manager needs contract drafting help, contract lawyers can help you navigate the complexities of contract law.