Entire agreement clause – Boilerplate clause? Yes. To be overlooked? No.
Lawyers which are commonly involved in negotiating or administering bespoke contracts will most likely cross paths with an entire or "whole" agreement clause in the "miscellaneous" section of a contract. Entire agreement clauses are often overlooked by legal practitioners as a mere boilerplate provision, but this is not a very wise move, as these clauses have been the subject of many contract disputes. Therefore, an entire agreement clause should always be carefully considered and, in most cases, adjusted to account for the specific circumstances of each commercial agreement. An “entire agreement” or “whole agreement” clause is there to define the scope of the agreement between the parties. The exact drafting of such clause varies from contract to contract. It can be narrower or broader depending on the pre-contractual arrangements and to what extent such arrangements are intended to survive the execution of the contract. However, in its pure form, an entire agreeme
