The Clause Files: Merger

A series breaking down common contract clauses and explaining why they’re included. After all, your contract clarity is out there.

This Agreement sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreements or communications between the parties, whether written or oral, relating hereto.

The merger clause is the part of a contract that states that the written agreement represents the complete and final understanding between the parties. It supersedes and replaces any earlier talks, agreements, or promises—whether spoken or written—about the same topic covered in the contract and establishes what is the final form of the agreement. This clause helps avoid confusion or disputes by clearly stating that only the terms in the contract are enforceable. It also prevents one party from claiming that additional terms were agreed upon outside the contract. In legal disputes, this clause limits the use of outside evidence to change or contradict the contract’s terms, providing clarity and certainty. Furthermore, it encourages both parties to carefully include all important details in the written agreement.

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