The clause establishes the writing as fully integrated, triggering the parol evidence rule's bar on prior or contemporaneous agreements. It does not bar evidence of fraud, ambiguity, or subsequent modification in most jurisdictions.
Fraud exceptions vary by state.
Alternative Names:
Merger Clause|Entire Agreement Clause
Why it Matters?
Fraud is the exception that limits the clause's protection, and jurisdictions divide on whether a specific non-reliance provision defeats a fraudulent inducement claim while a general integration clause does not. Adding express non-reliance language stating that no representations outside the agreement were relied upon is materially stronger than a standard merger clause where fraud exposure is a concern.
Frequently Confused with
Related terms
Frequently asked questions
Does the clause bar fraud claims?
What is stronger than a merger clause?
