Clause library

Entire agreement clause, explained

An entire agreement clause says the signed contract is the whole deal and replaces earlier discussions and drafts.

What does an entire agreement clause do?

An entire agreement clause says the written contract contains everything the parties agreed. Earlier emails, proposals, pitch decks and conversations do not form part of the deal unless the contract includes them. This makes it harder for either side to argue later that something said during talks was a binding promise. Clauses commonly add that neither party relied on statements not set out in the contract. Many contracts put this clause alongside a term on third-party rights, since in England and Wales a non-party can enforce a term in some cases unless the contract shows that was not intended.

Example wording

Example · our own drafting

This agreement, together with any Statement of Work, is the entire agreement between the parties and replaces all earlier proposals, negotiations and understandings about its subject matter. Each party confirms it has not relied on any statement or promise that is not set out in this agreement. A person who is not a party has no right to enforce any term of this agreement.

In Plain English

This contract and any statement of work are the whole deal. Earlier proposals and conversations no longer count. Each side confirms it did not sign because of a promise that is not written here. Nobody outside the contract can enforce its terms.

What do people negotiate in an entire agreement clause?

  • Whether key documents, such as a proposal or SOW, are brought into the contract.
  • Whether the non-reliance wording goes further than one party is comfortable with.
  • Whether claims for fraudulent statements are expressly preserved.
  • Whether any third party, such as a group company, is given rights.

Which contracts include it?

Lex includes this clause in, among others:

  • Statement of work
  • Offer letter
  • Mutual NDA

What does the law say?

  • A person who is not a party can enforce a term if the contract expressly says so, or if the term purports to confer a benefit on them, unless the contract shows the parties did not intend that. Contracts commonly exclude this right.

    Source: Contracts (Rights of Third Parties) Act 1999, s.1Checked 7 October 2026Pending lawyer review

Draft a statement of work with this clause

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Lex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.

Frequently asked questions

What does an entire agreement clause mean?

It means the signed contract is the full agreement, and earlier emails, proposals or conversations do not add extra terms unless the contract includes them.

Does an entire agreement clause cancel a proposal?

It usually replaces a proposal unless the contract refers to it. If a proposal matters, it is commonly attached or referred to in the contract or a statement of work.

Why do contracts mention third-party rights next to this clause?

In England and Wales, the Contracts (Rights of Third Parties) Act 1999 lets a non-party enforce a term in some cases unless the contract shows that was not intended. Contracts commonly exclude this right.

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