An integration clause, also known as a merger clause, ensures that the written contract represents the complete and final agreement between the parties by superseding all prior negotiations, discussions, or agreements, whether written or oral. This clause prevents any party from claiming that external statements or documents should be considered part of the agreement, thus providing clarity and reducing potential disputes.
4. Integration Clause; Acknowledgement. This letter agreement contains the entire agreement between you and the Bank and Company relating to the Retention Bonus and supersedes any and all prior agreements and understandings related to the Retention Bonus. This letter agreement cannot be changed or modified except by formal written instrument executed by you and the CEO of the Bank or another person authorized by the Board of Directors.
4. Integration Clause; Acknowledgement. This letter agreement contains the entire agreement between you and the Company relating to the Retention Bonus Opportunity and supersedes any and all prior agreements and understandings related to any retention bonus compensation. This Agreement cannot be changed or modified except by formal written instrument executed by you and the CEO of the Company or another person authorized by the CEO. By signing below where indicated, you acknowledge and agree that the Retention Bonus is entirely separate from your base compensation as well as from any performance bonus or severance to which you might otherwise be eligible.
4 Integration Clause. This Agreement contains the entire agreement of the Parties and supersedes any and all prior agreements of any type between them concerning the subject matter of this Agreement.
10.Integration Clause. This Agreement contains the entire agreement between the Parties with regard to the matters set forth herein. The Parties expressly acknowledge that they rely on no other representations of any sort, oral or written, that are not explicitly set forth within this Agreement.
7. Integration Clause. This Agreement constitutes and embodies the full and final agreement and understanding between the Parties with regard to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations, representations and discussions regarding the same (including the Memorandum of Understanding dated April 21, 2021). The Parties all acknowledge that there are no representations, promises, warranties, conditions or obligations of the Parties not contained herein, and that the Parties have not executed this Agreement in reliance on any other representation, promise, warranty, condition or obligation.
7. Integration Clause. This Agreement constitutes and embodies the full and final agreement and understanding between the Parties with regard to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations, representations and discussions regarding the same (including the Memorandum of Understanding dated April 21, 2021). The Parties all acknowledge that there are no representations, promises, warranties, conditions or obligations of the Parties not contained herein, and that the Parties have not executed this Agreement in reliance on any other representation, promise, warranty, condition or obligation.
4. Integration Clause: This Settlement Agreement constitutes and contains the entire agreement and final understanding concerning the subject matters addressed herein between the Parties. This Settlement Agreement is intended by the parties as a complete and exclusive statement of the terms of their agreement.
4. Integration Clause: This Settlement Agreement constitutes and contains the entire agreement and final understanding concerning the subject matters addressed herein between the Parties. This Settlement Agreement is intended by the parties as a complete and exclusive statement of the terms of their agreement.
IV.Integration Clause. The Loan Agreement, as amended by this is Amendment No. 1, and each of the other Loan Documents dated as amended, taken together constitute and contain the entire agreement among Borrowers, Agent and Lender and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof. NONE OF THE LOAN AGREEMENT OR THIS AMENDMENT NO. 1 MAY BE MODIFIED EXCEPT BY A WRITING SIGNED BY THE AGENT, THE REQUIRED LENDERS AND BORROWER IN ACCORDANCE WITH THE LOAN AGREEMENT. Each provision hereof shall be severable from every other provision when determining its legal enforceability under this Amendment No. 1 and the Loan Agreement, as amended by this Amendment No. 1, may be enforced to the maximum extent permitted under applicable law. This Amendment No. 1 shall be binding upon, and inure to the benefit of, each party’s respective permitted successors and assigns. This Amendment No. 1 may be executed in counterpart originals, all of which, when taken together, shall constitute one and the same original document. In the event of any contradiction or inconsistency among the terms and conditions of this Amendment No. 1 or the Loan Agreement the terms and conditions of this Amendment No. 1 shall prevail.
15.Integration Clause. This document and the Employment Agreement constitute the complete and entire Agreement between the parties pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions of their Agreement. Any and all prior agreements, representations, negotiations, and understandings between the parties, oral or written, express or implied, are hereby superseded and merged herein.
16. Integration Clause. This Agreement constitutes the sole and entire agreement of the Parties relating to the subject matter of this Agreement. No promise or inducement has been offered or made to any of the Parties contrary to or in addition to the statements contained in this Agreement. Each Party has asked all questions deemed necessary or desirable by him/it or his/its legal counsel in order to evaluate the terms of this Agreement to the satisfaction of such Party. This Agreement is executed without reliance upon any other statement or representation by any Party.
14. Integration Clause. This Agreement constitutes the entire agreement and supersedes any prior understandings or agreements between the Company and Consultant concerning the subject matter of this Agreement.
12. Integration Clause; Amendment to Agreement The Agreement (including the Consulting Agreement) and the Severance Plan (including any attachments and exhibits and, in particular, as to the payments under the Separation Package, ¶7.11 (409A Savings Clause)) contain the entire agreement of the parties with regard to the separation of Employee's employment, and supersedes any prior agreements as to that matter. Any amendment to this Agreement must be in a writing signed by duly authorized representatives of the parties hereto and stating the intent of the parties to amend this Agreement.
7. Integration Clause and Jurisdiction. This document contains the entire agreement between the parties hereto and cannot be modified except by written amendment signed by all parties. The invalidity of any portion of this agreement shall in no way affect the remaining provisions thereof. This Agreement shall be interpreted in accordance with the laws of the State of Texas without growing effect to the principles of conflict of laws of such State.
9.5 Integration Clause. This instrument contains the entire agreement between the parties hereto and supersedes any and all prior written and/or oral agreements. This Agreement may be altered or modified only in writing signed by the parties hereto.
V.Integration Clause. The Loan Agreement, as amended by this is Amendment No. 1, and each of the other Loan Documents executed as of the Signing Date and made effective as of the Effective Date, as amended, taken together constitute and contain the entire agreement among Borrower, Agent and Lender and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof. NONE OF THE LOAN AGREEMENT OR THIS AMENDMENT NO. 1 MAY BE MODIFIED EXCEPT BY A WRITING SIGNED BY THE AGENT, THE REQUIRED LENDERS AND BORROWER IN ACCORDANCE WITH SECTION 13.4(c) OF THE LOAN AGREEMENT. Each provision hereof shall be severable from every other provision when determining its legal enforceability under this Amendment No. 1 and the Loan Agreement, as amended by this Amendment No. 1, may be enforced to the maximum extent permitted under applicable law. This Amendment No. 1 shall be binding upon, and inure to the benefit of, each party’s respective permitted successors and assigns. This Amendment No. 1 may be executed in counterpart originals, all of which, when taken together, shall constitute one and the same original document. In the event of any contradiction or inconsistency among the terms and conditions of this Amendment No. 1 or the Loan Agreement the terms and conditions of this Amendment No. 1 shall prevail.
6. Integration Clause. This Release, and the Severance Plan contain the Parties’ entire agreement with regard to the separation of Employee’s employment, and supersede and replace any prior agreements as to those matters, whether oral or written. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by Employee and a duly authorized officer or director of the Company.
7. Integration Clause and Jurisdiction. This document contains the entire agreement between the parties hereto and cannot be modified except by written amendment signed by all parties. The invalidity of any portion of this agreement shall in no way affect the remaining provisions thereof. This Agreement shall be interpreted in accordance with the laws of the State of Texas without growing effect to the principles of conflict of laws of such State.
V.Integration Clause. The Loan Agreement, as amended by this is Amendment No. 2, and each of the other Loan Documents executed as of the Second Amendment Effective Date and made effective as of the Second Amendment Effective Date, as amended, taken together constitute and contain the entire agreement among Borrower, Agent and Lender and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof. NONE OF THE LOAN AGREEMENT OR THIS AMENDMENT NO. 2 MAY BE MODIFIED EXCEPT BY A WRITING SIGNED BY THE AGENT, THE REQUIRED LENDERS AND BORROWER IN ACCORDANCE WITH SECTION 13.4(c) OF THE LOAN AGREEMENT. Each provision hereof shall be severable from every other provision when determining its legal enforceability under this Amendment No. 2 and the Loan Agreement, as amended by this Amendment No. 2, may be enforced to the maximum extent permitted under applicable law. This Amendment No. 2 shall be binding upon, and inure to the benefit of, each party’s respective permitted successors and assigns. This Amendment No. 2 may be executed in counterpart originals, all of which, when taken together, shall constitute one and the same original document. In the event of any contradiction or inconsistency among the terms and conditions of this Amendment No. 2 or the Loan Agreement the terms and conditions of this Amendment No. 2 shall prevail.
13.Integration Clause. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Hagerty Group and Smith relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, regarding such subject matter; provided, however, that nothing in this Agreement modifies, supersedes, voids, or otherwise alters Paragraphs 8 and 9 of the Employment Agreement signed by Smith on March 4, 2021.
13.1. Integration Clause. This Agreement (including the Exhibits to this Agreement) constitutes the entire agreement of the parties regarding the subject matter set forth herein, superseding all previous Agreements covering the subject matter. This Agreement will not be changed or modified except by written agreement, specifically amending, modifying and changing this Agreement, signed by Manufacturer and an authorized representative of the NeoVolta. Each Party represents that no third party or other contract will be violated or breached by entering into this Agreement.
5.Integration Clause. This Release and the Separation Agreement, together with the Continuing Obligations and Executive’s rights and obligations with respect to the securities of the Company, contain the Parties’ entire agreement with regard to the separation of Executive’s employment, and supersede and replace any prior agreements as to those matters, whether oral or written. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by Executive and a duly authorized representative of the Company.
An integration clause, also known as a merger clause, is a provision within a contract that declares the contract to be the complete and final agreement between the parties. It signifies that all prior negotiations, discussions, and understandings related to the subject matter are superseded by the contents of the written agreement. The purpose of an integration clause is to prevent parties from claiming that there were additional verbal or written terms not included in the contract.
Including an integration clause in a contract is particularly important when:
Writing an integration clause involves clear and concise language to declare the contract as the full and final agreement. Here is a basic template:
This Agreement constitutes the entire and final understanding and agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, both written and oral, between the Parties. No modification or amendment of this Agreement shall be binding unless in writing and signed by an authorized representative of both Parties.
You can customize this template based on the specific context of your contract, but the key components—declaring the contract as the final agreement and stating the need for written modifications—should remain intact.
Integration clauses are commonly found in a variety of contracts, including but not limited to:
These clauses are particularly valuable in complex agreements where a lot of previous negotiations or discussions might have taken place. They help solidify the parties’ intentions and provide a clear reference for dispute resolution.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
Intellectual property indemnification is a contractual provision where one party agrees to compensate the other for any losses or damages arising from third-party claims of intellectual property infringement. This clause aims to protect the indemnified party from legal liabilities related to the use, production, or distribution of potentially infringing intellectual property.
The intellectual property ownership clause outlines the rights and responsibilities regarding the ownership and control of intellectual property (IP) created or used within the scope of a contract. Typically, it specifies whether the IP rights are retained by the creator, transferred to another party, or shared between parties involved, thereby preventing potential disputes over IP rights.
The intellectual property clause in a contract defines the ownership rights and usage conditions for any creations, inventions, or proprietary information that are developed, exchanged, or used during the course of the agreement. It typically outlines whether the intellectual property rights are retained by the creator, transferred to another party, or shared among parties, detailing any limitations and obligations associated with these rights.
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