Entire Agreement Clause

Makes the written contract the complete record of the parties' deal, limiting reliance on earlier discussions or side promises.

Reviewed by GC AI Solutions Team•Updated August 2026

Definition

An entire agreement clause, also called an integration or merger clause, states that the signed contract is the full and exclusive statement of the parties' deal and supersedes all prior negotiations, representations, and understandings on the same subject matter. It blocks either side from later claiming a side promise or earlier draft is part of the bargain. Courts treat an integrated contract as the final word and apply the parol evidence rule to exclude outside terms, though a well-drafted version can still carve out fraud claims and name the documents that survive.

Declares the written contract the complete and final deal, so prior drafts and emails carry no contractual weight
Triggers the parol evidence rule, which keeps outside terms and oral side promises out of a later dispute
Supersedes earlier letters of intent, term sheets, and proposals covering the same subject matter
Names the documents that survive as part of the deal, such as exhibits, schedules, and incorporated policies
Sets the order of precedence when an exhibit or amendment conflicts with the main body

Anti-reliance language that bars fraudulent-inducement claims has become more common in entire agreement clauses since Delaware courts began enforcing it.

What It Does

An entire agreement clause sets the boundary of the deal. It tells a court that the signed contract is the complete and final expression of the bargain, so prior drafts, emails, and oral assurances on the same subject carry no weight. For in-house counsel, it decides which promises survive the signature and which are gone. The operative questions are narrow but consequential: does the clause carve out fraud, does it preserve the side letters and schedules you actually rely on, and does it set an order of precedence when an exhibit conflicts with the main body. A practical test: if a counterparty made an assurance in diligence that never made it into the contract or an incorporated document, this clause is what stops you from enforcing it.

When You'll See It

The entire agreement clause appears in almost every signed contract: SaaS agreements, master services agreements, supply contracts, employment agreements, and M&A purchase agreements. It sits at the back, in the miscellaneous or general provisions, next to severability and amendment. The drafting varies most in M&A and complex commercial deals, where the parties fight over which side letters, disclosure schedules, and prior representations survive.

It matters most where one side relied on assurances made outside the four corners of the contract. Once the deal is integrated, those assurances generally fall away, so the time to bring them inside the contract is before signing.

Examples

Citigroup Global Markets Holdings Inc.

InsperEx LLC, QIU AgreementIntegration onlyMutual2024

"This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement."

Source

IDEXX B.V.

Ortho-Clinical Diagnostics, Inc., Amendment No. 7Broad supersession + order of precedenceMutual2025

"The Agreement (as amended by this Amendment) constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, conditions, representations, warranties, and communications between the Parties relating to the Agreement's subject matter. The terms of this Amendment will prevail over different or conflicting provisions in the Agreement."

Source

Mobileye Vision Technologies Ltd.

Boaz Ouriel, Employment AgreementWith anti-relianceMutual2025

"[…] constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement and the Proprietary Information Agreement."

Source

Kaltura, Inc.

Ron Yekutiel, Consulting AgreementWith anti-relianceMutual2021

"This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made either party which are not expressly set forth in this Agreement."

Source

Seritage Growth Properties

Andrea Olshan, Employment Agreement Amendment 2Scoped integrationMutual2024

"This Amendment constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements, and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the changes to the Company's cash bonus program or annual equity grant program."

Source

Sterling Ultimate Parent Corp.

Option Holders, Letter AgreementMulti-documentMutual2021

"This letter agreement, together with the Equity Plan and your individual Award Agreements, constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including, without limitation, any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof."

Source

Negotiate

Grants one licensee sole rights to use intellectual property within a defined field

You want them to count

List every side letter, term sheet, and disclosure schedule you want to survive inside the clause itself.
Add a fraud carve-out so the clause cannot bar a claim for fraudulent inducement.
Incorporate key proposals or emails by reference as exhibits before you sign.
Confirm the supersession reaches the same subject matter only, leaving unrelated agreements intact.
Resist standalone anti-reliance language that disclaims every representation you received.

If you want only the written terms to count

You want a clean slate

Keep the supersession broad: all prior and contemporaneous agreements, written and oral.
Add an anti-reliance statement that neither party relied on representations outside the contract.
Add an order-of-precedence line so the main body controls over conflicting exhibits.
Name and terminate any prior NDA or side deal you want gone.
Pair the clause with a no-oral-modification provision so nothing changes after signing.

What falls outside the four corners falls away. Decide before signing what you need to bring inside them.

Red Flags

A bare integration clause with no fraud carve-out, which can be read to waive fraudulent-inducement claims under Delaware law.
Supersession of “all agreements” with no “same subject matter” limit, which can wipe out unrelated contracts between the parties.
No list of surviving exhibits or schedules, leaving it unclear whether incorporated documents are part of the deal.
A one-sided anti-reliance statement that disclaims only your representations while preserving the other side's.
No order-of-precedence line, so a conflict between the main body and an exhibit has no tiebreaker.

Entire Agreement Clause FAQs

What is an entire agreement clause?

A provision stating the signed contract is the parties' complete and final agreement and supersedes all prior negotiations, drafts, and understandings on the same subject matter.

What is the difference between an entire agreement clause and an integration clause?

They are the same provision. Integration clause and merger clause are alternate names for the entire agreement clause, all describing a contract that is the final and exclusive statement of the deal. Entire agreement clause is the usual term in the UK and Commonwealth, while US drafters more often say integration or merger clause.

How do you draft an entire agreement clause?

State that the written contract is the entire agreement, supersede prior and contemporaneous agreements on the same subject, name any surviving documents, and add a fraud carve-out.

Does an entire agreement clause have to be in writing?

Yes. The clause works by integrating a written contract, and its effect comes from the parol evidence rule, which applies to written agreements the parties intend as final.

Can an entire agreement clause bar a fraud claim?

Sometimes. A plain integration clause usually does not bar fraud, but a specific anti-reliance provision can defeat a fraudulent-inducement claim in states such as Delaware.

Does an entire agreement clause override emails and side letters?

Yes, for the same subject matter. Once the contract is integrated, prior emails, term sheets, and side letters are generally excluded unless the clause expressly preserves them.

Does an entire agreement clause work differently under English law?

Yes. Under English law an entire agreement clause does not by itself exclude a misrepresentation claim. The leading case, Inntrepreneur Pub Co v East Crown (2000), held that denying a statement contractual force does not stop it being an actionable misrepresentation, so a separate non-reliance or exclusion clause is needed, and that exclusion is subject to the reasonableness test under section 3 of the Misrepresentation Act 1967. The same approach runs through much of the Commonwealth, including Canada, Australia, and Singapore.

Related Clauses

This content is for informational purposes only and does not constitute legal advice.