Integration clause: Copy, customize, and use instantly
Introduction
An integration clause, also known as a merger clause,"serves to confirm that the written agreement represents the complete and final understanding between the parties. It prevents the inclusion of prior oral or written agreements, statements, or representations that are not explicitly included in the contract. This clause is important for ensuring that all terms are contained in the written contract and not influenced by outside discussions or negotiations.
Below are templates for integration clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard integration clause
This is a basic integration clause ensuring that the written agreement is the complete and exclusive statement of the parties' terms.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, and understandings, whether oral or written, between the parties.
Integration clause with no oral modifications
This variation prevents modifications to the contract unless made in writing.
This Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by a written agreement signed by both parties.
Integration clause with specified prior agreements
This variation specifies which prior agreements are superseded by the current contract.
This Agreement supersedes and replaces any and all prior agreements, negotiations, representations, or communications, whether written or oral, between the parties with respect to the subject matter of this Agreement, including the [specify prior agreement(s)].
Broad integration clause
This variation broadens the scope of what is superseded, including all prior communications, both written and oral.
This Agreement contains the entire understanding between the parties and supersedes any prior written or oral agreements, understandings, or communications relating to the subject matter hereof, whether made before or after the date of this Agreement.
Integration clause with acknowledgment of legal counsel
This variation confirms that the parties have had the opportunity to consult with legal counsel before entering into the agreement.
This Agreement constitutes the full and final agreement between the parties and supersedes all prior agreements, discussions, or representations. Each party acknowledges having had the opportunity to consult with legal counsel before executing this Agreement.
Integration clause with waiver of reliance on prior representations
This variation includes a waiver of reliance on any representations made before the agreement.
This Agreement supersedes all prior oral or written representations, warranties, or agreements, and neither party shall rely upon any such representations not expressly included in this Agreement.
Conditional integration clause
This variation allows for the integration clause to be conditional based on specific actions or conditions being met.
This Agreement, when executed by both parties, constitutes the entire understanding between the parties, provided that this clause does not affect any provisions that are subject to specific conditions outlined herein, including but not limited to [specific condition].
Integration clause with representations and warranties
This variation includes language confirming that the parties' representations and warranties are part of the integrated agreement.
This Agreement represents the complete and exclusive understanding of the parties regarding the subject matter hereof and supersedes all prior discussions, agreements, or representations, except for the representations and warranties expressly set forth in this Agreement.
Integration clause with non-reliance statement
This variation specifies that the parties are not relying on prior statements or representations outside of the contract.
The parties acknowledge and agree that they are not relying on any statements, representations, or promises made prior to this Agreement that are not expressly set forth in the written contract. This Agreement constitutes the complete and exclusive agreement between the parties.
Integration clause with severability
This variation includes a severability clause, ensuring the integration clause remains valid even if other parts of the contract are found invalid.
This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements, oral or written. If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.
Integration clause with merger statement
This variation includes a statement that the agreement represents the final understanding of both parties.
This Agreement represents the final and complete understanding between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, and agreements, whether written or oral, that may have been made.
Integration clause with reference to attachments
This variation specifically includes attachments or appendices as part of the integrated agreement.
This Agreement, together with any attachments or exhibits referenced herein, constitutes the entire and exclusive agreement between the parties, superseding all prior discussions, negotiations, or agreements related to the subject matter of this Agreement.
Integration clause with no reliance on prior negotiations
This variation prevents reliance on any prior negotiations, representations, or agreements.
This Agreement constitutes the entire understanding of the parties, and neither party shall rely on any prior oral or written negotiations, discussions, or representations, except as explicitly incorporated into this Agreement.
Integration clause with dispute resolution inclusion
This variation references dispute resolution procedures as part of the integrated agreement.
This Agreement contains the entire understanding between the parties and supersedes all prior agreements, oral or written, relating to the subject matter. Any disputes arising out of or relating to this Agreement will be resolved as provided in the dispute resolution section herein.
Integration clause with exception for specific provisions
This variation excludes certain provisions from being superseded by the agreement, such as confidentiality clauses.
This Agreement constitutes the complete and exclusive agreement between the parties, superseding all prior written and oral agreements, except for provisions related to confidentiality, non-disclosure, and intellectual property, which remain in effect as per the separate agreements executed by the parties.
Integration clause with performance obligations
This variation includes references to the parties' ongoing performance obligations as part of the integrated contract.
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements. The parties shall continue to perform all obligations as outlined in this Agreement, regardless of any prior agreements or discussions.
Broad integration clause with integration of negotiations
This variation specifically states that all negotiations have been integrated into the agreement.
This Agreement represents the complete and integrated understanding between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous written and oral negotiations, discussions, and agreements between the parties.
Integration clause with acknowledgment of external agreements
This variation acknowledges the presence of other agreements that may still be valid, while the integration clause pertains only to specific matters.
This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior written or oral agreements related to this subject, except for any existing agreements governing [specific areas] which shall remain in full force and effect.
Integration clause with written amendments provision
This variation specifies that only written amendments will modify the agreement.
This Agreement, along with any attachments, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether oral or written. Any amendments to this Agreement must be made in writing and signed by both parties.
Integration clause with explicit intent declaration
This variation includes a declaration that the parties intend the agreement to be fully integrated.
The parties agree that this Agreement constitutes their complete and exclusive understanding regarding the subject matter, and they specifically intend that no other statements, promises, or representations, whether written or oral, shall have any effect unless incorporated into this Agreement.
Integration clause with reference to prior versions
This variation clarifies that previous drafts or versions of the agreement are superseded.
This final Agreement supersedes all prior versions, drafts, or agreements made between the parties with respect to the subject matter hereof, and constitutes the full and complete understanding of the parties on the matter.
Integration clause with clear non-application of prior agreements
This variation makes it clear that all previous agreements are null and void unless explicitly referenced in the contract.
This Agreement represents the complete and exclusive understanding between the parties, superseding all prior agreements, communications, or representations, written or oral, unless expressly incorporated into this Agreement.
Integration clause with provision for statutory obligations
This variation clarifies that statutory obligations are not affected by the integration clause.
This Agreement constitutes the full and final agreement between the parties, superseding all prior written or oral understandings. However, nothing in this Agreement shall affect any statutory obligations or rights that may be required by law.
Integration clause with no reliance on prior drafts
This variation makes it clear that drafts or preliminary versions of the agreement are not to be relied upon.
This Agreement constitutes the complete agreement between the parties and supersedes all prior drafts, proposals, or preliminary agreements, whether written or oral, related to the subject matter of this Agreement.
Integration clause with inclusion of prior consistent agreements
This variation allows certain prior agreements to be referenced if consistent with the terms of the new agreement.
This Agreement supersedes all prior discussions, agreements, or understandings, except for any prior agreements that are consistent with the terms herein and expressly referenced within this Agreement.
Integration clause with amendment procedure
This variation includes a provision on how the agreement may be amended or modified.
This Agreement represents the entire understanding between the parties, superseding all previous agreements or communications. Any amendment or modification of this Agreement must be in writing and signed by both parties to be effective.
Integration clause with exception for separate agreements
This variation specifies that separate, independent agreements are not affected by the integration clause.
This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior written or oral agreements. This clause does not apply to separate agreements between the parties related to other matters outside the scope of this Agreement.
Integration clause with acknowledgment of each party’s understanding
This variation emphasizes that both parties understand the finality of the agreement.
Both parties acknowledge and agree that this Agreement is the final, complete, and exclusive understanding regarding the subject matter and supersedes any prior agreements, discussions, or representations, whether written or oral.
Integration clause with conditional application for future changes
This variation specifies that future changes may be considered based on certain conditions.
This Agreement constitutes the full and complete understanding of the parties regarding the subject matter and supersedes all prior agreements. Any future changes to this Agreement will be valid only if agreed upon in writing by both parties.
Integration clause with specific reference to limitations
This variation clarifies the limitations imposed by the integration clause.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, with the exception of specific limitations set forth in the [section] of this Agreement, which remain in effect as originally agreed.
Integration clause with a scope limitation for specific negotiations
This variation ensures that only specific negotiations are integrated, rather than the entire history of discussions.
This Agreement incorporates the full understanding of the parties with respect to the specific subject matter addressed herein and supersedes all prior negotiations, except for those specifically documented as part of this Agreement.
Integration clause with express exclusion of certain rights
This variation excludes certain rights or obligations that are outside the scope of the integration.
This Agreement constitutes the full and final agreement of the parties with respect to the subject matter hereof, superseding all prior agreements, except for any rights or obligations expressly excluded by the terms of this Agreement.
Integration clause with formal ratification process
This variation includes a provision where the agreement is not final until formally ratified.
This Agreement constitutes the final and complete understanding between the parties, superseding all prior oral or written agreements, and will become effective upon formal ratification by both parties.
Integration clause with explicit reference to future agreements
This variation makes it clear that future agreements are excluded from the integration clause unless explicitly included.
This Agreement represents the full understanding of the parties with respect to the subject matter hereof, superseding all prior agreements or understandings, except for any future agreements or amendments that are specifically executed in writing by both parties.
Integration clause with protection for third-party rights
This variation ensures that third-party rights remain unaffected by the integration clause.
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or agreements, except for any rights or obligations granted to third parties that are expressly incorporated into this Agreement.
Integration clause with disclaimer of reliance on prior representations
This variation ensures that neither party can claim reliance on prior representations outside of the contract.
The parties acknowledge that they have not relied on any prior representations or agreements not expressly included in this Agreement. This Agreement supersedes all prior discussions, representations, or agreements, whether written or oral, related to the subject matter.
Integration clause with clarification of ongoing obligations
This variation clarifies that the parties' ongoing obligations are part of the integrated agreement.
This Agreement constitutes the complete and final agreement between the parties regarding the subject matter hereof, superseding all prior agreements or understandings, and includes all ongoing obligations that remain in effect under the terms herein.
Integration clause with reference to prior joint ventures
This variation allows the integration clause to acknowledge prior joint ventures or partnerships.
This Agreement represents the complete and exclusive understanding between the parties and supersedes all prior agreements or arrangements, except for any prior joint venture agreements or partnerships that are explicitly referenced and maintained within this Agreement.
Integration clause with specified exclusions
This variation provides for certain exclusions, clearly identifying the parts of the prior agreement that remain unaffected.
This Agreement supersedes all prior agreements between the parties, with the exception of provisions related to confidentiality and intellectual property, which remain in effect as previously agreed.
Integration clause with transitional provisions
This variation addresses transitional provisions, ensuring the integration does not affect past arrangements during a transition period.
This Agreement constitutes the full and final agreement between the parties regarding the subject matter and supersedes all prior agreements, except for any transitional provisions that continue to apply for the duration of the transition period as outlined in [section].
Integration clause with non-competition exception
This variation includes a non-competition exception, clarifying that certain clauses remain in effect.
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. However, any non-competition or non-solicitation clauses agreed upon in separate agreements will remain in full force and effect.
Integration clause with future re-negotiation
This variation allows for the re-negotiation of the agreement under specified circumstances.
This Agreement represents the final and complete understanding of the parties as of the date of execution, superseding all prior agreements. The parties may re-negotiate the terms of this Agreement should specific conditions arise, as outlined in [section].
Integration clause with termination rights exclusion
This variation ensures termination rights are not affected by the integration clause.
This Agreement represents the entire understanding between the parties and supersedes all prior agreements. Notwithstanding the foregoing, the termination rights and procedures provided in [section] of the prior agreement shall remain in full force and effect.
Integration clause with cross-references to other documents
This variation incorporates references to other key documents without superseding them.
This Agreement constitutes the full understanding between the parties with respect to the subject matter, superseding all prior written or oral agreements, except for the documents referenced herein, including [list of documents], which are incorporated into this Agreement by reference.
Integration clause with specific non-reliance on advice
This variation prevents reliance on prior legal or financial advice.
The parties acknowledge that they have not relied on any legal, financial, or other professional advice not expressly included in this Agreement. This Agreement supersedes all prior advice or agreements related to the subject matter.
Integration clause with clarification on inconsistent terms
This variation clarifies that any inconsistencies between previous documents and the current agreement are resolved by the integration clause.
This Agreement constitutes the complete and exclusive understanding between the parties and supersedes all prior agreements, negotiations, or representations, whether written or oral. In the event of any inconsistency between this Agreement and any prior agreement, this Agreement shall govern.
Integration clause with acknowledgment of representations
This variation acknowledges that certain representations made during negotiations are incorporated into the agreement.
This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, except for the representations expressly incorporated into this Agreement.
Integration clause with waiver of prior claims
This variation ensures that any prior claims are waived upon the execution of the agreement.
By entering into this Agreement, the parties waive all prior claims, disputes, or actions that may have arisen under any previous agreements, whether written or oral, regarding the subject matter of this Agreement.
Integration clause with reference to previous drafts
This variation allows for the inclusion of previous drafts of the agreement.
This Agreement supersedes all prior drafts, proposals, or negotiations related to the subject matter, except for any terms specifically incorporated herein by reference from earlier drafts.
Integration clause with reference to current and future obligations
This variation acknowledges that the agreement supersedes prior agreements but includes ongoing obligations.
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. The ongoing obligations of both parties, as described in this Agreement, shall continue even after the termination of prior agreements.
Integration clause with condition for future updates
This variation clarifies that the agreement may be updated in the future under certain conditions.
This Agreement constitutes the full and final understanding between the parties, superseding all prior agreements. Any updates or modifications to this Agreement will be valid only if agreed to in writing by both parties.
Integration clause with procedural exceptions
This variation clarifies that procedural exceptions remain valid even after the integration.
This Agreement represents the complete and final understanding between the parties, superseding all prior agreements. However, any procedural exceptions or conditions required under earlier agreements shall remain in force as outlined in [section].
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.