A merger clause (also known as an integration or entire agreement clause) is found in most contracts. A typical merger clause serves to establish that the contract is not only the final but also the complete agreement between the parties.
The parties usually want their obligations to be expressed in a single agreement. Hence, the purpose of a merger clause is to prevent a party (or a judge, in the event of litigation) from maintaining that the contract doesn’t represent the entire agreement between the parties.
Including a merger clause helps limit the ability of another party to rely on other written or verbal communications to interpret, supplement, or contradict the terms of the contract.
Tip: Documents like exhibits, schedules, and the like that are incorporated by reference into the main contract should be explicitly identified in the merger clause as part of the contract so as to be considered part of the entire agreement.
