Complete agreement: Overview, definition and example
What is a complete agreement?
A complete agreement, often referred to as an "entire agreement" or "integration clause," is a provision in a contract that states that the written contract constitutes the full and final understanding between the parties. It acknowledges that all prior discussions, negotiations, and agreements (whether written or oral) are superseded by the current contract. This clause ensures that the contract is the definitive source of the parties' rights and obligations, and no external statements or agreements are valid unless included in the document.
For example, a complete agreement clause would state that the contract represents the entire deal between the buyer and seller, with no reliance on prior verbal assurances or side agreements.
Why is a complete agreement important?
A complete agreement clause is important because it provides clarity and legal certainty by eliminating ambiguity about whether previous discussions or documents are part of the agreement. It prevents any party from claiming that oral or informal agreements made before signing the contract should also be considered legally binding. This clause also protects against potential disputes regarding terms that were not explicitly included in the contract.
Including a complete agreement clause ensures that both parties fully understand that the written document reflects all the terms of the deal and that any previous negotiations or understandings are no longer applicable.
Understanding complete agreement through an example
A software development agreement includes a clause stating that the entire agreement between the developer and client is contained in the written contract, and any verbal promises or prior emails are not part of the deal. This ensures that both parties rely only on the terms set out in the formal agreement, preventing future disputes about what was promised before the contract was finalized.
An example of a complete agreement clause
Here’s how a complete agreement clause might appear in a contract:
“This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous written or oral agreements, representations, and understandings. No amendments or modifications to this Agreement shall be valid unless made in writing and signed by both Parties.”
Conclusion
The complete agreement clause is crucial for ensuring that all terms, conditions, and expectations are clearly defined in the written contract. By confirming that the written agreement supersedes any prior discussions or informal arrangements, this provision protects both parties from misunderstandings and future disputes. A well-drafted complete agreement clause provides legal certainty and ensures that the contract accurately reflects the entire deal.
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.