An entire agreement clause, also known as a „integration” „merger” or „whole agreement” clause, is a provision in a contract that states that the written contract represents the complete and final agreement between the parties. It emphasizes that all prior discussions, negotiations, or agreements, whether oral or written, are merged into and superseded by the terms of the current written contract. Entire agreement clauses are frequently associated with the parol evidence rule, which limits the admissibility of extrinsic evidence (evidence outside the written contract) to interpret or contradict the terms of a fully integrated contract. If a contract contains an entire agreement clause, the court may be less inclined to consider prior or contemporaneous oral or written agreements.
Severability clauses stipulate the ability of a contract to remain partially valid and enforceable even if certain provisions are found to be invalid or unenforceable. If a court determines that a specific provision of the contract is invalid, illegal, or unenforceable, the severability clause allows the court to „sever” or remove that provision from the contract. This helps prevent the entire contract from being declared void due to the invalidity of one or more provisions. Some contracts may specify that certain key provisions are not severable. In such cases, the invalidity of one provision might lead to the entire contract being declared void.
If the entire agreement or the severability clause is unclear or there is ambiguity about its scope, some courts may apply the contra proferentem doctrine. This doctrine interprets unclear and ambiguous contract language against the party that drafted the contract (the drafter), ensuring that any uncertainty is resolved against the drafter.
Sample Entire Agreement clause:
The present Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the subject matter hereof.
Sample Severability clause:
If any provision of the present Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of the present Agreement is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. The invalidity or unenforceability of any provision of the present Agreement will not affect the validity or enforceability of any other provision of thie present Agreement.