A Merger Clause (AKA “integration” or “entire agreement” clause) is a boilerplate portions of many contracts. They define the scope of the interpretation of a contract. Therefore, they can be incredibly useful clauses for protecting yourself!

Merger Clause Benefits

The length of your document becomes the downside of these clauses. The more words, the more reluctant a person can be. Therefore, most small businesses like to keep things short. Fortunately, merger clauses can be very succinct!

The Simple Merger Clause

This Agreement represents the entire understanding of the parties.

This is the simplest the clause can get. It’s not perfect, but it makes up for its imperfections with simplicity.

Intermediate

This Agreement, including its exhibits and amendments, represents the entire understanding between the parties herein. Neither party is, or may rely on any prior or contemporaneous representations or promises, whether oral or written, in the interpretation of this Agreement.

This one has more meat to it. Agreements can have amendments and exhibits, so those should be addressed. Furthermore, the sentence about reliance on prior or contemporaneous statements is important. This keeps the interpretation within the contract. No one can come back later and say they thought something different because of what you talked about.

Advanced

Except as expressly stated herein, this Agreement, and its exhibits and addenda, as amended from time to time in accordance with the terms of this Agreement, contains the entire agreement among the parties relative to the subject matter hereof and supersedes all prior or contemporaneous promises, agreements, representations, and understandings, whether written or oral, of the Parties with respect to the subject matter hereof.

As you can see, these can get advanced. I prefer the advanced clause over the other types. It’s my favorite because it covers all my bases in most contexts. It also gives you an out when it says “except as expressly stated herein…” It is also important to limit your clause to “the subject matter hereof” or “herein.” Otherwise, you could accidentally cancel unrelated contracts with this person.

If you have any questions relating to the merger clause, please feel free to contact us at info@lawplusplus.com.

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