Entire contract

What is an Entire Contract?

An “Entire Contract” clause is a provision found in many legal agreements, stating that the contract in its entirety represents the complete and final understanding of the parties involved regarding the subject matter of the agreement. It typically implies that all prior negotiations, representations, and agreements, whether oral or written, are superseded by the terms of the contract.

The primary purpose of an Entire Contract clause is to provide clarity and prevent disputes over what constitutes the agreement between the parties. It ensures that only the written contract terms are considered legally binding, and anything not included explicitly in the document is excluded.

When should I use an Entire Contract?

An Entire Contract clause should be used when:

• You want to ensure that the agreement is clear and comprehensive, encompassing only what is expressly written in the contract.
• There is a need to avoid situations where prior negotiations or verbal agreements could potentially alter or affect the interpretation of the contractual terms.
• You are drafting a contract that involves complex transactions or negotiations, necessitating that all terms and conditions are accounted for in the document itself.
• You want to mitigate the risk of any claims that additional terms were agreed upon outside of the written contract.

How do I write an Entire Contract?

An Entire Contract clause is usually concise and straightforward. Here is how you might write it:

Entire Contract Clause Example:

“This Agreement constitutes the entire agreement between the parties with respect to the matters herein and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. No supplement, modification, or waiver of this Agreement shall be binding unless executed in writing by both parties.”

When drafting an Entire Contract clause, ensure that it is clear and unequivocally states the intent to embody all terms within the contract. Be specific that no outside terms apply unless made explicitly in writing and signed by all parties involved.

Which contracts typically contain an Entire Contract?

Entire Contract clauses are commonly found in various types of contracts, including but not limited to:

• Commercial contracts: Such as sale agreements, licensing agreements, and supplier contracts, where terms need to be clearly defined.
• Insurance contracts: To delineate the coverage, terms, and conditions as exclusively stated in the policy document.
• Real estate contracts: Including leases and purchase agreements to ensure that only the terms written within the contract are enforceable.
• Employment contracts: To avoid disputes over employment terms that aren’t recorded in the contract.
• Partnership agreements: To ensure all partners are on the same page and that the partnership operates solely under the stipulated terms.

Using an Entire Contract clause in these agreements helps prevent confusion and ensures consistency in understanding and performance of the contract terms.