Contract Glossary

Entire Agreement

Definition

An entire agreement clause (also called a merger or integration clause) says: this document is the whole deal. Any promises, emails, or verbal agreements made before signing? They don't count. If it's not in the written contract, it doesn't exist.

In Practice

During negotiations, the sales rep promised you 24/7 support and a dedicated account manager. You signed the contract, which says nothing about either. When you ask about your dedicated account manager, they point to the entire agreement clause: 'This Agreement constitutes the entire agreement and supersedes all prior negotiations and representations.' That verbal promise is legally worthless. If it mattered, it should have been in the contract. The practical takeaway: before you sign, compare the written contract against every commitment made during negotiations. If a promise matters to you, response time, scope, exclusivity, introductory pricing, it needs to be in the document. Sending a follow-up email saying 'just to confirm we agreed on X' after signing doesn't override an entire agreement clause. Get every meaningful term in writing, in the contract itself, before you put pen to paper.

Example Clause

This Agreement, including all Exhibits and Schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties. No representation, promise, or agreement not incorporated herein shall be binding on either Party.