Entire Agreement Clause in Contracts

The entire agreement clause is a standard provision included in many commercial contracts.

Here is an example of wording for an entire agreement clause in an Agreement:

“This Agreement contains the entire understanding and agreement between the Parties and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, relating to the subject matter of this Agreement. No amendment or modification to this Agreement shall be binding unless it is in writing and signed by both Parties.”

It is important to note that the specific wording of the entire agreement clause may vary depending on the terms of the agreement and the specific needs of the parties involved.

This is the provision in the OREA Standard form:


If there is conflict or discrepancy between any provision added to this Agreement (including any Schedule attached hereto) and any provision in the standard pre-set portion hereof, the added provision shall supersede the standard pre-set provision to the extent of such conflict or discrepancy. This Agreement including any Schedule attached hereto, shall constitute the entire Agreement between Buyer and Seller. There is no representation, warranty, collateral agreement or condition, which affects this Agreement other than as expressed herein. For the purposes of this Agreement, Seller means vendor and Buyer means purchaser. This Agreement shall be read with all changes of gender or number required by the context.”

For the OREA Form, the entire agreement reference is contained in Paragraph 26 which deals with other issues as well.

Brian Madigan LL.B., Broker


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