Merger clause

What is a merger clause?

A merger clause is a clause that declares an agreement the complete and final agreement between two parties. Any provisions made before the contract have to be attached to this clause in order to be considered part of the agreement. This also means that any provision or document found outside the written agreement is declared invalid to the agreement if they are not mentioned in the merger clause.

Merger clauses are used in many different kinds of agreements, for example: sales of goods contracts, employment contracts, lease agreements, escrow agreements or asset purchase agreements. They can also serve to protect the parties in an agreement against the other one claiming to have been misled by the contents of the contract.

Examples of a merger clause

“This contract is intended by the parties to be the full and final expression of their agreement and shall not be contradicted by any prior written or oral agreement.”

“This agreement contains the entire understanding among the parties and supersedes any prior understandings and/or written or oral agreements among them respecting the within subject matter. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto relating to the subject matter hereof that are not fully expressed herein.”