Zipper clause: Overview, definition, and example
What is a zipper clause?
A zipper clause is a provision in a contract that aims to prevent any party from claiming that an agreement was subject to additional terms, conditions, or discussions that were not explicitly included in the written contract. It essentially “zips up” the agreement by stating that the written contract represents the entire and final understanding between the parties, excluding any prior negotiations, discussions, or agreements that are not documented in the contract. The purpose of the zipper clause is to ensure that no one can later argue that oral or written statements made during negotiations, but not included in the final contract, should be considered part of the agreement.
Why is a zipper clause important?
A zipper clause is important because it provides clarity and certainty about the terms of an agreement. By clearly stating that the written contract is the final and complete expression of the parties' understanding, it reduces the risk of disputes based on prior negotiations or informal agreements that were not formally included. This clause helps prevent one party from trying to introduce additional terms or conditions that were discussed but not finalized in the written contract. It protects both parties from potential misunderstandings and ensures that only what is explicitly agreed upon in the contract is enforceable.
Understanding a zipper clause through an example
Imagine two businesses negotiating a supply contract. During the negotiations, they discuss several potential changes to the terms, such as delivery schedules and payment methods. However, when the final contract is written, these changes are not included in the document. Without a zipper clause, one party could argue that the informal discussions should still be considered part of the contract, potentially leading to confusion or conflict. If a zipper clause is included in the contract, it would prevent either party from claiming that the unwritten terms discussed during negotiations should be part of the final agreement.
For example, a seller might claim that the buyer verbally agreed to an additional discount during the negotiation, but if the final written contract doesn’t include this discount, the zipper clause would prevent this claim from being enforceable.
An example of a zipper clause
Here’s how a zipper clause might appear in a contract:
“This Agreement contains the entire understanding of the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written. No amendments or modifications to this Agreement shall be valid unless in writing and signed by both parties.”
Conclusion
A zipper clause is a valuable provision in contracts because it clarifies that only the terms explicitly included in the written document are valid and enforceable. It prevents parties from claiming that other agreements or discussions not included in the final contract should be considered part of the agreement. By including a zipper clause, both parties can avoid misunderstandings or disputes about what was agreed upon, ensuring that the contract represents the complete and final understanding between them.
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.