This contract tip is about the entire agreement provision.
An entire agreement provision says the agreement includes everything to which we are agreeing. The parties have no assumptions, guesses, winks, super-secret promises, or side deals. These provisions are not difficult to draft, and there are a lot of variations people use.
Whatever way you write it, your provision should include four concepts:
1. What documents are included? - Some drafters list out exhibits and other documents. Often this isn't needed because the term “Agreement” already has all those things.
2. Does it say “entire agreement” or something similar? - I prefer the entire agreement, but some like to use combinations of complete, exclusive, and final. I'm not particular about the words as long as it is clear.
3. What in the documents is superseding something else? - I tend to use “concerning its subject matter.” Others like “the matters included in this Agreement.”
4. What is being superseded by the documents? - We describe the timing (prior and contemporaneous), types (agreements, understandings, and so forth), nature (oral and written), and subject matter.
Any other points that you would add to this list?
