Clause primer
Entire agreement clause with non-reliance statement
The clause declares that the written agreement is the complete deal and that each party has not relied on statements made outside it.
Legal information, not legal advice. What a clause does depends on its exact words, the rest of the agreement and the governing law.
Also called: integration clause, merger clause, non-reliance clause, no other representations clause. Where you find it: Nearly every commercial contract, with the non-reliance statement most common in acquisition agreements, financing documents and negotiated services and technology agreements.
SAMPLE CLAUSE (INVENTED FOR THIS PRIMER)
This Agreement, including its Schedules, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous negotiations, proposals, understandings and agreements, written or oral. Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, assurance or warranty of any person other than those expressly set out in this Agreement, and that no other party has made any such statement, representation, assurance or warranty. Nothing in this Section limits any claim for fraud based on the express terms of this Agreement.
How it works
Integration statement
The first sentence makes the document the full and final expression of the deal on its subject matter. It limits the use of earlier drafts, term sheets and emails to add or change terms, subject to governing law on interpretation.
Supersession
Listing prior and contemporaneous agreements, written or oral, tells a court the parties meant to replace them. Check whether any earlier agreement, such as an NDA, should survive and be carved out.
Non-reliance acknowledgment
The second sentence goes further and addresses reliance, which is an element of most misrepresentation claims. Many courts treat an express statement that a party did not rely on extra-contractual statements as stronger than a bare integration clause.
Fraud carve-out
The final sentence preserves fraud claims based on the written terms. Its scope varies widely in practice, so the exact wording deserves close attention.
Why it is there
The clause gives both sides certainty about what was promised. It reduces the risk that a sales pitch, demo or diligence answer becomes the basis for a later claim. The non-reliance statement mainly protects the party that made more statements during the deal, often the seller or vendor. It also supports the price, because a buyer that wants protection for a fact must negotiate a written representation for it.
How it works with other clauses
- Representations and warranties: the non-reliance statement pushes every promise a party cares about into the written reps.
- Fraud: courts differ on whether non-reliance language can bar fraud claims based on statements outside the contract.
- Order of precedence: where schedules, statements of work or order forms are included, the clause works with any precedence clause.
- Amendment clause: a requirement for written amendments supports the integration statement after signing.
Negotiating it
Who it protects: The party that made more pre-signing statements, often the seller or vendor.
If it protects you
- Include an express statement of non-reliance by the other party, stated from its own perspective.
- Keep the reference to oral and contemporaneous statements.
- Limit any fraud carve-out to fraud in the express representations.
If it runs against you
- Standard ask: move any statement you depend on into a written representation or schedule.
- Standard ask: carve out agreements that should survive, such as an NDA.
- Fallback: a fraud carve-out not limited to the express terms, if the other side will accept it.
Escalate before accepting: A clause that disclaims reliance on all statements and also purports to waive fraud claims based on the written representations themselves.
What AI explanations get wrong
- Treating a bare integration clause as a non-reliance clause. Check: look for language that addresses reliance itself.
- Assuming the clause bars all fraud claims. Check: read the fraud carve-out and consider governing law.
- Missing that the clause supersedes an NDA or other side agreement. Check: list prior agreements and confirm which should survive.
- Ignoring incorporated documents. Check: confirm which schedules, exhibits and policies are part of the agreement.
Where the law varies
States differ on whether and when non-reliance language bars fraud claims, and on how clearly it must be stated. Rules on using prior statements to interpret an integrated contract also vary.
TOOLS
Need a primer like this for a clause in front of you? The Clause Primer Kit, included in All-access, produces one in this format inside the AI tool you already use, with checks built in. For reviewing whole agreements, see the Commercial Contracts Starter Pack.