Entire Agreement Clause

The purpose of an entire agreement clause is to define the material embodiment of a contract.

For example, the following clause specifies that the document containing the clause (referred to using the term "Agreement" which would be defined elsewhere) is the "entire agreement" and overrides any other documents, such as previous drafts, which may have covered the same subject matter:

This Agreement will constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

Entire agreement clauses may have the effect of excluding or limiting liabilities in a way that is impermissible under applicable law. In these circumstances, the entire agreement clauses may be made subject to an appropriate caveat - for example:

"Nothing in this Agreement will limit or exclude any liability in any way that is not permitted by applicable law. Subject to this..."

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