*Disclaimer: This post discusses general legal issues, but does not constitute legal advice in any respect. No reader should act or refrain from acting based on information contained herein without seeking the advice of counsel in the relevant jurisdiction. Ryan K. Hew, Attorney At Law, LLLC expressly disclaims all liability in respect to any actions taken or not taken based on the contents of this post.
What is the Entire Agreement (aka Integration aka Merger) Clause?
The entire agreement or integration clause basically states that anything not in or a part of the written agreement, is not a part of the agreement. It is premised upon the parol evidence rule, which is a rule that prevents a party to a written contract from presenting outside evidence that contradicts or adds to the written terms in the agreement. Basically, you can’t say the final agreement is wrong because you had discussed something different in letters, conversations, or side agreements prior to the final agreement.
Why do we have it?
At a certain point, you either have a deal or not, and while some people prefer handshakes, their attorneys feel that having something in writing is better. Now, imagine, if we allowed parties that were in dispute of a contract continually bring in evidence that undermined the final written agreement. It would kind of make settling on the terms of the agreement pointless, wouldn’t it? So, we limit the understanding of the agreement to what is reduced to writing, bolstered by this clause.
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contempraneous communications.
Example of a an Entire Agreement Clause in a Consultant Agreement
This Agreement represents the entire understanding between the parties with respect to the subject matter contained in it and supersedes all other written or oral agreements made by or on behalf of Consultant or Client.
Example of Integration Clause in an Employee Agreement
This agreement constitutes the entire agreement of the parties relating to the subject matter of this agreement and supersedes all other oral or written agreements or policies relating thereto, except that this agreement does not supersede or limit the Employee’s rights under any benefit plan.
What about changing the terms of the Agreement?
Well, that’s what the Amendment clause is for, and that is for another post!