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.
By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Option is governed by this Grant Notice and by the provisions of the Option Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. The Participant acknowledges that copies of the Plan, the Option Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Option Agreement and the Plan, and hereby accepts the Option subject to all of their terms and conditions.
Superseding Agreement: Any employment agreement between the Company and Participant or any severance plan adopted by the Board in which Participant agrees to participate in, including the Company’s Executive Severance Plan, shall be deemed a Superseding Agreement, and the terms set forth in such employment agreement or severance plan, including an Executive Severance Plan Participation Agreement, shall supersede and replace the terms set forth in this Notice of Grant, the accompanying Performance-Based Restricted Stock Units Agreement and the Plan.
Notwithstanding the foregoing or anything to the contrary herein, if the Participant is a party to an employment, consulting, change-in-control, severance or other applicable written agreement with the Company that modifies or supplements the terms of this Agreement (each, a “Superseding Agreement”), or is the subject of a resolution by the Committee or the board of directors of the Company evidencing the grant of an award that modifies or supplements the terms of this Agreement (a “Resolution”), such modified or supplemented terms shall control in the event of any conflict between such terms and the terms of this Agreement, provided that in the event that the Superseding Agreement or Resolution is silent on a matter addressed in this Agreement, then such silence is not a conflict. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent under Section 11 or 13 of the Plan.
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. Notwithstanding the foregoing or anything to the contrary herein, if the Participant is a party to an employment, consulting, change-in-control, severance or other applicable written agreement with the Company that modifies or supplements the terms of this Agreement (each, a "Superseding Agreement")
8.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of TFC with respect to the grant of the Award or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, service agreement, or any other similar agreement between the Participant and TFC or an Affiliate, including, but not limited to, any restrictive covenants contained in such agreements.
15.6Integrated Agreement. The Grant Notice, this Agreement and the Plan, together with any Superseding Agreement and any change of control agreement, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and effect.
5.1Grant of Company Reacquisition Right. Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).
11. Superseding Agreement. Employee and the Company agree that this agreement will supersede any other employment agreement(s) existing or already in place.
5. COMPLETE AND SUPERSEDING AGREEMENT. This Agreement shall constitute the entire and final understanding of the parties with respect to Employee’s employment with the Company and the subject matters addressed in this Agreement. It is intended by the parties as a complete and exclusive statement of the terms of their agreement. It supersedes and replaces all prior negotiations and all agreements, proposed or otherwise, whether written or oral, concerning Employee’s employment with the Company and the other subject matters addressed in this Agreement, including, without limitation, effective November 14, 2018. Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party. This is a fully integrated agreement.
G. Superseding Agreement This Letter of Approval supersedes the Letter of Approval issued by the Corporation dated 21st May 2020 with reference 14299/17282/1, which Letter of Approval is hereby being revoked, and shall have no legal force whatsoever.
9. Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of the Corporation with respect to the grant of the Options or any related or similar rights, and the Optionee hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.
Either party may terminate this SOW, for any reason, at any time, by providing the other party one year of prior written notice, subject to fulfillment of its obligations under the Agreement and this SOW. In addition, Microsoft may terminate this SOW, for any reason or no reason, without notice and without additional payments, if the parties do not, [***] execute a definitive agreement that supersedes both Statement of Work #1, dated December 16, 2022, between Microsoft and Supplier (“SOW 1”) and this SOW (“Superseding Agreement”). If Microsoft terminates due to the parties’ failure timely to enter into a Superseding Agreement, Supplier will, within one month of such termination, return to Microsoft all payments already made by Microsoft under Section 3(a) of this SOW except for any payments that Supplier has spent, or has committed to spend pursuant to a contract executed by Supplier and the relevant third party prior to the date of termination, by the date of termination to purchase any equipment or any materials necessary to perform its obligations under this SOW. The parties currently intend that the Superseding Agreement will include, among other terms: (i) Microsoft’s standard supply chain purchase terms for products of this type (including more robust forecasting and other purchase terms (e.g., “last time buy” and supply chain concepts not included in the current Agreement), epidemic failure, quality, support, product warranties, indemnities, supply and purchase terms from SOW 1 and this SOW, etc.), and (ii) additional business concepts currently being discussed between the parties [***].
A Superseding Agreement is a legal document that replaces, updates, or changes the terms of an existing contract. This type of agreement voids or modifies the original contract and is usually employed when both parties agree that there is a need for significant changes to the current terms. The superseding agreement aims to ensure that the parties are operating under a clearly defined and mutually accepted set of rules and obligations.
A superseding agreement should be used when there is a need to change the terms of an existing contract significantly. Some common instances when you might consider drafting a superseding agreement include:
Writing a superseding agreement involves several key steps to ensure clarity and enforceability:
Title and Introduction:
Recitals:
Replacement Clauses:
Effective Date:
Ratification of Unchanged Terms:
Signature Section:
Here’s an example snippet to illustrate:
Superseding Agreement Between [Party A] and [Party B]
This Superseding Agreement (“Agreement”) is made and entered into as of [Date], by and between [Party A] having its principal place of business at [Address], and [Party B] having its principal place of business at [Address].
WHEREAS, the parties entered into an original agreement dated [Original Date];
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree to amend and restate the terms as follows: […]
Superseding agreements commonly occur within a variety of contractual settings, including:
Each of these contract types may require a superseding agreement to formalize significant changes and ensure continued alignment between parties.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
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 tax disclaimer clause states that the parties to the contract are responsible for their respective tax obligations and clarifies that the company providing a service or product will not be held liable for any tax-related issues or penalties incurred by the other party. This clause ensures that each party independently handles their tax liabilities in compliance with relevant laws.
The "Taxes and Duties" clause specifies that each party is responsible for its own taxes and duties associated with the execution and performance of the contract. It may also outline the obligations for withholding taxes and state any requirements for the provision of tax-related documents.
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