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Integration Clause

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Definition

This clause makes the contract final and complete—previous negotiations and oral promises outside the written agreement don't count. What's in writing is all that matters.

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About this term

Integration clauses make contracts final and complete. Without them, courts might consider prior negotiations or oral promises as part of contract. Integration clauses prevent disputes: 'This contract is entire agreement; no prior negotiations modify it.' Parol evidence rule (in most jurisdictions) makes prior oral agreements unenforceable once integrated contract exists. Integration clauses are standard and usually in fine print. Exception: fraud or mistake might override integration clause. Understanding integration clauses is crucial: once contract is integrated, oral promises outside contract aren't binding. If agent verbally promised concessions, once contract is integrated, promise is unenforceable unless in writing.

Pro Tip

Ensure critical promises are in final contract, not just verbally agreed.

Example

Contract includes: 'This is entire agreement; all prior negotiations are superseded.' Verbal promises made during negotiation aren't binding once contract is signed.

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