Entire agreement clause
An entire agreement clause says the signed contract is the complete deal and replaces earlier promises, emails and conversations on the same subject.
What it means
An entire agreement clause, also called an integration or merger clause, states that the written contract contains the whole agreement between the parties. Anything said or written before signing, such as sales pitches, proposals and promises in emails, is replaced unless it made it into the contract. Courts generally use the clause to block arguments that the deal includes terms that were never written down.
Say a web agency promised on a sales call that two rounds of revisions were included, but the signed contract mentions only one. With an entire agreement clause, the client will likely have a hard time enforcing the second round. The same goes for a vendor proposal listing features that never appear in the final statement of work.
The clause favors whoever controls the final text, and it protects both sides from disputes over what was said. Its effect on fraud claims varies by state; many courts want a separate statement that neither side relied on outside representations before barring those claims. The clause also needs to fit with other documents, such as order forms, statements of work and online terms, so it is clear which ones are part of the deal.
What to watch for
- Make sure any promise that matters to you, from a proposal, email or call, is written into the contract or an attached document.
- Check which documents the clause includes, such as statements of work, order forms, policies or terms posted on a website.
- Look for a non-reliance statement saying neither party relied on anything outside the contract, which can limit claims about misleading sales statements.
- See whether linked online terms can change over time, which could alter the deal after you sign.
- Compare the final contract against earlier drafts and the proposal to catch terms that were dropped.
Example clause
This Agreement, including its exhibits and each signed Statement of Work, is the entire agreement between the parties regarding its subject matter and supersedes all prior proposals, discussions and understandings, whether written or oral.
Only what is in this contract and its signed attachments counts, so earlier promises left out of it are likely unenforceable.