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An entire agreement clause makes your contract an exhaustive statement of the terms written in the contract. Such a clause clarifies that any previous negotiations that may include statements, promises or representations made by the parties outside the written contract do not form part of the written contract.
7.10 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.
A basic entire agreement statement that 'this is the entire agreement between the parties, and supersedes all previous agreements' (or similar) establishes what the agreement is. However, it does not exclude liability for pre-contractual misrepresentation. The exclusion of misrepresentation must be done expressly.
Purpose of an entire agreement clause The customer will usually want to hold the supplier to as much of this as possible. That way, if the customer enters into the final agreement off the back of false statements, causing it to suffer loss, it has a claim.
Sample wording: ?Neither party may assign this agreement or any rights or obligations herein without the prior written consent of the other party.? Cancellation clauses: These allow either party to terminate the contract under specific conditions, often requiring advance notice.
The entire contract clause, also known as an "entire agreement clause," is a type of clause found in many contracts and legal documents. It is a provision that states that the parties have included all of the terms of their agreement within the contract, and nothing else is applicable.
The business of the Venture shall be primarily for the purpose of procurement, financing, transportation, sale and disposition and related matters in personal protection equipment, and all such other business incidental to the general purposes herein set forth (the ?Project?).