Entire Agreement


Optional (see Notes section below)

Additional information

This clause should be included to ensure the Customer is made aware of what forms part of the Contract.

It is important so that one party cannot later claim that separate representations, communications, agreements, statements or understandings, particularly when given verbally, form part of the Contract.

This clause makes it particularly important to ensure that where there have been representations made by tenderers in their tender documents on which the Customer wishes to rely, all substantive issues from the tender response or during negotiations are covered off in the Contract or that an appropriate warranty is included in the separate warranties clause to capture such representations in writing.


Entire Agreement

X.1    The Contract represents the Parties’ entire agreement in relation to the subject matter, at the time this Contract was executed.

X.2    The Contract supersedes all tendered offers, prior representations, communications, agreements, statements or understandings, whether oral or in writing.


While use of this clause is optional, it is common for contracts to include a clause of this type.

Standardisation of contractual text results in efficiencies for both Parties to a contract. Before deciding whether a particular clause is appropriate, procurement officials should carefully consider the context of their procurement.

Where this clause is included, the clause wording should be used without change.

Terms that are capitalised may need to be changed to align with the Contract terminology.

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