Entire Agreement
The entire agreement is at:
http://wp.crl.edu/resources/licensing-terms-descriptions/general-clauses/entire-agreement/.
This clause asserts that the agreement/license in hand represents the full legal arrangement between the licensor and licensee.
See also:
Entire Agreement: Example Clauses
| 1. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
2. This Agreement and its Exhibits constitute the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter thereof.
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Commentary: These provisions are commonly included in most contracts. They make clear that the written, executed agreement expresses the complete understanding between the parties. If the parties have a dispute, these provisions can limit the evidence the parties can present concerning extraneous “understandings” they may have reached during the negotiations.
In practical terms, these clauses mean that if a party says during negotiations, “Don’t worry about that term, we won’t enforce it, it’s just boilerplate”, that verbal promise will not be admitted into evidence in the event of a dispute. All understandings should be included in the agreement, and any term that is unacceptable should be removed. If any agreements have been reached in side letters or other writings, they should be specifically attached to the agreement as Exhibits. |
Last updated: May 6, 2012