The "Supersedes Previous Agreements" clause indicates that the current contract nullifies all prior agreements or understandings, whether written or verbal, related to the same subject matter. This ensures that only the terms and conditions set forth in the new contract are binding between the parties involved.
Further previous communications with the company, we would like to confirm the terms of your employment with Glucose Biosensor Systems (Greater China) Holdings Inc (the Company) in New York as follows. This supersedes previous agreements with you:
8. Supersedes Previous Agreements. This Policy will supersede any provisions in (x) any agreement, plan or other arrangement applicable to any member of the Company, and (y) any organizational documents of any entity that is part of Company that, in any such case, (a) exempt any Incentive-Based Compensation from the application of this Policy, (b) waive or otherwise prohibit or restrict the Company’s right to recover any Erroneously Awarded Compensation, including, without limitation, in connection with exercising any right of setoff as provided herein and/or (c) require or provide for indemnification to the extent that such indemnification is prohibited under Section 5 above.
[13. Supersedes Previous Agreements. This PSU Award Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements (written or oral) and writings between the Company and the Participant with respect to the subject matter hereof including any prior commitment of the Company to issue an equal number of PSUs to the Participant in the Participant’s employment agreement. All such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.]2
This Agreement and the provisions contained herein apply with respect to Licensed Products and supersedes previous agreements regarding the Licensed Products. Furthermore, the Parties acknowledge they have entered into this Agreement knowingly and with advice of counsel, and they did not rely on representations of the other party which, if made, are superseded by this Agreement.
15.Entire Agreement; Supersedes Previous Agreements. This Agreement contains the entire agreement and understanding of the Parties with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof; all other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.
22. Entire Agreement; Supersedes Previous Agreements. This Agreement, the Assignment of Developments Agreement, and any outstanding equity award agreements entered into prior to the Effective Time contain the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.
16. Entire Agreement; Supersedes Previous Agreements. This Agreement contains the entire agreement and understanding of the Parties with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, including all prior employment agreements between the Parties and any extensions or amendments thereof (including, without limitation, the Letter Agreement); all other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.
19.11 Supersedes Previous Agreements. This Agreement supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. All such prior agreements and understandings are hereby terminated and deemed of no further force or effect.
13. Supersedes Previous Agreements 取代舊約 This Agreement supersedes and replaces all previous oral or written agreements, memoranda, correspondence or other communications between the parties hereto relating to the subject matter hereof.
14. Entire Agreement; Supersedes Previous Agreements This Agreement contains the entire agreement and understanding between you and the Company and supersedes all other negotiations, commitments, agreements and writings with respect to your Employment. You acknowledge that you have not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly stated therein. You agree and acknowledge that your only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this Agreement (unless such representation, warranty or undertaking was made fraudulently) will be for breach of the terms of this Agreement, to the exclusion of all other rights and remedies (including those in tort or arising under statute).
18. Entire Agreement; Supersedes Previous Agreements. This Agreement, the Confidentiality Agreement, and any equity award agreements in respect of Existing Equity Awards contain the entire agreement and understanding of the Parties with respect to the matters covered herein and supersede all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof; all other negotiations, commitments, agreements and writings, including the Prior Agreement, shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.
21.Entire Agreement; Supersedes Previous Agreements. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, and all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder. Notwithstanding the foregoing, (a) nothing in this Agreement is intended to provide that the Executive is not eligible to participate in the Jet Blue Airways Corporation Change in Control Severance Plan, as modified from time-to-time, it being the understanding and agreement of the parties hereto that such plan shall govern whether the Executive is eligible to participate , and (b) this Agreement shall not supersede or override the terms and conditions set forth in the Prior Employment Agreement with respect to services performed and compensation earned or awarded prior to the Effective Date. For purposes of clarity, this Agreement shall have no effect on the terms and conditions of previously awarded but unvested long-term incentives, including the “One-Time Grant” granted in accordance with the Prior Employment Agreement. Additionally, notwithstanding the foregoing, this Agreement shall not override or supersede the Company’s Policy for Recovery of Erroneously Awarded Compensation, effective as of October 2, 2023.
Supersedes Prior Agreements. This Agreement shall supersede and replace all prior agreements, promises and understandings, oral or written, between the Company and the Grantee regarding the Shares granted hereunder.
Supersedes Prior Agreements. This Agreement and all the terms hereof supersede all prior employment agreements executed by Employee but shall be interpreted consistent with the Employee Manual and other policies and procedures of the Company. This Agreement will be interpreted independently of any and all agreements executed by Employee pertaining to equity awards. Nothing in this Agreement shall be deemed to modify or supersede the Confidentiality Agreement or the Severance Agreement.
Supersedes Prior Agreements. With respect to the period covered by the Term, this Agreement supersedes and cancels all prior agreements relating to your employment by Volcon Inc. or any of its affiliated companies.
Supersedes Prior Agreements. This Agreement, together with the Plan, shall supersede and replace any and all prior agreements and understandings, oral or written, between the Company and the Participant regarding the grant of the Options covered hereby. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement, or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.
Supersedes Prior Agreements. For the avoidance of doubt, the terms of this Agreement supersede all prior restrictions with respect to securities currently held by the Holder, including, but not limited to, any restrictions on transfer set forth in (i) the Business Combination Agreement; (ii) the Letter Agreement, dated October 19, 2021, by and among the SPAC, the Sponsor and the officers and directors of the SPAC; (iii) the Placement Unit Subscription Agreement, dated October 19, 2021, by and between the SPAC and the Sponsor; (iv) the Placement Unit Subscription Agreement, dated October 19, 2021, by and among the SPAC and Cantor Fitzgerald & Co.; and (v) the Placement Unit Subscription Agreement, dated October 19, 2021, by and among the SPAC and J.V.B. Financial Group, LLC. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of any party hereto under any other agreement or any certificate or instrument delivered in connection with the Business Combination Agreement, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies or any of the obligations of Holder under this Agreement.
This Agreement sets forth the entire understanding and supersedes prior agreements between the Parties relating to the subject matter contained herein and merges all prior discussions between them, and neither Party is bound by any definition, condition, representation, warranty, covenant, or provision other than as expressly stated in this Agreement or as subsequently set forth in writing and executed by a duly authorized officer of each Party.
Supersedes Prior Agreements. Other than the Employment Agreement, this Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Grantee regarding the grant of the RSUs covered hereby.
Supersedes Prior Agreements; Counterparts. This Agreement and the instruments referred to herein supersede and incorporate all representations, promises and statements, oral or written, made by each party hereto in connection with the Loan. This Agreement is for the sole benefit of Borrower and Lender (and their permitted successors and assigns, and there shall be no third party beneficiaries of this Agreement. This Agreement may not be varied, altered or amended except by a written instrument executed by an authorized officer of Lender and Borrower. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument.
Agreement Supersedes Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Republic and the Underwriters, or any of them, with respect to the subject matter hereof.
Supersedes Prior Agreements. Upon the effectiveness of the Term, this Agreement supersedes and cancels all prior agreements (other than the CBS Retention Plan Letter) relating to your employment by the Company or any of the Company’s affiliated companies relating to the subject matter herein, including, without limitation, your employment agreement with the Company dated as of October 18, 2018 (the “Prior Employment Agreement”); provided, however, that no provision in this Agreement shall be construed to adversely affect any of your rights to compensation, expense reimbursement or benefits (including equity compensation) payable in accordance with the terms of the Prior Employment Agreement (and applicable equity award agreements) or any of your rights to indemnification with respect to your service under the Prior Employment Agreement, all of which are expressly agreed to survive the execution of this Agreement. For the avoidance of doubt, the CBS Retention Plan Letter shall survive the execution of this Agreement and remain enforceable in accordance with its terms. If the transactions contemplated in the Merger Agreement are not consummated (i.e., the Closing does not occur), this Agreement shall be void ab initio, except for the provisions of this sentence of paragraph 15, paragraph 20, paragraph 21 and paragraph 22, which shall continue in full force and effect.
Supersedes Prior Agreements. The Transaction Documents supersede all prior agreements and understandings (whether written or oral) among the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
Supersedes Prior Agreements. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation of the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
“Supersedes previous agreements” is a legal term commonly found in contracts and agreements. It indicates that the current document overrides and replaces all prior agreements and understandings—whether verbal or written—that relate to the same subject matter. This clause ensures that only the terms and conditions outlined in the present contract are enforceable and seek to eliminate any confusion or contradictions arising from earlier agreements.
You should use “supersedes previous agreements” in contracts when:
When writing this clause, it’s important to use clear and definitive language to ensure enforceability. Below is a typical example of how to phrase this clause:
“This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.”
Make sure the clause is prominently included within the contract, often in a section titled “Entire Agreement” or “Integration.”
The “supersedes previous agreements” clause is found in a variety of contracts, including but not limited to:
By incorporating this clause, parties can ensure clarity and legal certainty regarding which terms are valid and enforceable.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A superseding agreement clause is a contractual provision that nullifies and replaces all prior agreements, understandings, or negotiations related to the subject matter of the contract. It ensures that the current contract is the complete and exclusive agreement between the parties, overriding any conflicting terms from previous documents.
The survivability clause ensures that certain provisions of a contract will remain in effect even after the agreement has expired or been terminated. It typically applies to obligations that are intended to extend beyond the duration of the contract, such as confidentiality, indemnity, or dispute resolution terms.
A survival clause ensures that certain provisions of a contract continue to be enforceable even after the agreement has been terminated or expired. This clause typically includes obligations such as confidentiality, indemnification, and dispute resolution, which may be necessary to uphold beyond the contract's end date.
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