Entire Agreement Clause
(NY)

Summary

This Entire Agreement Clause, or integration clause, is used to state that the written agreement contains the complete and final terms relating to its subject matter. This clause promotes certainty, and prevents a party from asserting incorporation of statements or representations made before execution of a contract governed by New York law. This clause includes practical guidance and drafting notes. If the parties expressly state that the writing or record evidencing their agreement is intended to be the sole repository of their agreement, courts will give such a record conclusive effect absent fraud, misrepresentation, or mistake. This clause states that the agreement is compete, exclusive, and fully integrated, thereby precluding the admissibility of any prior agreements. For more information regarding integration clauses, see Commercial Contract Drafting and Review. For more non-jurisdictional integration clauses, see Entire Agreement Clauses.