Entire agreement: Overview, definition and example
What is an entire agreement?
An entire agreement clause means that the written contract is the final and complete understanding between the parties. It confirms that everything both sides have agreed to is in the document and that no earlier conversations, emails, or verbal promises are part of the deal unless they’re included in the contract.
This clause is all about clarity—it makes sure the contract is the one source of truth and prevents disagreements about what was or wasn’t promised outside of it.
Why is an entire agreement clause important?
An entire agreement clause is important because it protects both parties by shutting down disputes about side deals or informal promises. If something isn’t written in the contract, it’s not part of the agreement. This is especially useful in business negotiations, where ideas and offers might be thrown around before the final deal is signed. The clause ensures that only the terms everyone has agreed to in writing are legally binding.
For businesses, this clause provides security by drawing a clear line between what’s enforceable and what’s not. It helps avoid “he said, she said” arguments after the contract is signed, keeping things straightforward.
Understanding the entire agreement clause through an example
Imagine a tech company signs a contract with a software vendor to provide tools for their team. During negotiations, the vendor verbally promised free upgrades, but the final contract doesn’t mention them. If the contract includes an entire agreement clause, those free upgrades aren’t legally enforceable because they’re not written in the agreement. This protects the vendor from being held to informal promises and ensures the tech company understands what’s officially included.
Another example involves a consulting firm that agrees to provide services but leaves out a verbal promise to add extra training sessions. If the client later insists on those sessions, the entire agreement clause makes it clear that only what’s in the contract counts.
An example of an entire agreement clause
Here’s how an entire agreement clause might look in a contract:
“This Agreement constitutes the entire and exclusive understanding between the parties concerning its subject matter and supersedes all prior agreements, negotiations, and discussions, whether written or oral. Any changes to this Agreement must be in writing and signed by both parties.”
Conclusion
An entire agreement clause makes contracts clear and reliable by ensuring that only the written terms are enforceable. It simplifies things by excluding any unwritten promises or informal agreements, keeping everyone on the same page.
Including this clause in a contract protects both sides from confusion and sets clear boundaries for what’s included in the deal. It’s a practical way to ensure fairness and transparency in any business agreement.
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.