Whole agreement: Overview, definition, and example
What is whole agreement?
The whole agreement (sometimes referred to as the "entire agreement" or "integration clause") is a provision in a contract that states that the written document represents the full and complete agreement between the parties involved. This clause asserts that no other statements, discussions, or promises outside of the written contract are valid unless they are expressly included in the document. The purpose of this clause is to prevent either party from claiming that there were additional terms or understandings that were not captured in the written agreement.
Why is the whole agreement important?
The whole agreement is important because it provides clarity and certainty, ensuring that the contract is the definitive and final statement of the parties’ intentions. It helps protect against potential misunderstandings, disputes, or claims based on prior negotiations, verbal discussions, or side agreements that are not included in the contract. By including a whole agreement clause, the parties agree that everything they’ve agreed upon is contained within the four corners of the document, which reduces the risk of future challenges or inconsistencies.
Understanding whole agreement through an example
Imagine two companies negotiating a deal. During the negotiations, one company suggests a specific payment schedule, but this suggestion is not included in the final written contract. If the contract includes a whole agreement clause, neither party can later claim that the payment schedule was part of the agreement, as it was not included in the final document. The clause ensures that only the terms written in the contract are enforceable.
In another example, an employee may have a series of discussions with their employer about the terms of their employment, such as salary, benefits, and job responsibilities. The written employment contract includes all the agreed terms. If the contract includes a whole agreement clause, neither the employer nor the employee can claim that additional terms outside of the written contract are part of the agreement.
An example of a whole agreement clause
Here’s how a whole 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 discussions, negotiations, or understandings, whether written or oral. No representations, warranties, or agreements, except as expressly stated in this Agreement, shall be binding.”
Conclusion
The whole agreement clause is a key element in contracts to ensure that the written document is the final and exclusive source of the parties’ obligations and expectations. By including this provision, both parties confirm that no prior discussions, promises, or verbal agreements will be considered part of the contract unless explicitly incorporated. This helps avoid misunderstandings, protects against future claims, and ensures that the contract reflects the complete and final arrangement between the parties.
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.