Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Entire agreement clause definition

What does Entire agreement clause mean? An entire agreement clause states that the written contract is the parties’ complete and exclusive bargain, superseding all prior negotiations, term sheets and pre‑contractual statements. Commonly used as boilerplate, it is a descriptive drafting device (also called a whole agreement, integration or merger clause) whose effect is primarily determined by case law rather than legislation. Key legal features and practice points: - It operates to prevent collateral warranties or implied terms arising from prior statements, but—without clear non‑reliance wording—will not usually exclude claims for misrepresentation. - Non‑reliance language is often added to limit reliance on pre‑contract representations; such wording is...

Entire agreement and non-reliance clauses: interpretation, implied terms, misrepresentation, contractual/evidential estoppel, fraud, remedy limitations and statutory controls, and relationship with exclusion clauses

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Practice notes

Parties often wish to stipulate that the entirety of their contractual relationship is governed by the written agreement they have signed. This is known as an ‘entire agreement clause’. This Practice Note examines why such clauses are used and the principal issues relevant to their operation, including the interplay between entire agreement clauses and implied terms, misrepresentation, fraud and exclusion clauses, non-reliance statements, and broader matters of evidential estoppel and contractual estoppel. For further guidance on construing the scope of parties’ contractual obligations, see Practice Notes:

The parol evidence rule in interpreting contracts
Contract interpretation—admissibility of surrounding documents and related content

What is an entire agreement clause?

At its simplest, an entire agreement clause provides that the whole of the parties’ contractual dealings is governed exclusively by the terms contained in their written contract. Consequently, when interpreting the contract, the court is restricted to the 'four corners of the agreement', and pre-contractual communications between the parties are immaterial to that exercise, cannot be considered by the court, and cannot give rise to liability...

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Jon Chapman

Clarkslegal LLP

Jon is a senior consultant at Clarkslegal LLP. He has experience at senior level in private practice with Clifford Chance, as well as in-house in the energy and media industries. He has extensive experience in Corporate matters, such as mergers and acquisitions and corporate finance, and in Commercial matters, including asset sale and purchase agreements, intellectual property licensing, data protection, contracts for the supply of goods and services and franchising....

Web page updated on 21/05/2026

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