Integration Clause

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Contract Clauses

• Acceleration Clause
• Arbitration Clause
• Assignment Clause
• Cancellation Clause
• Choice of Law Clause
• Confidentiality Clause
• Consideration Clause
• Definitions Clause
• Dispute Resolution Clause
• Entire Agreement Clause
• Escalation Clause
• Exclusivity Clause
• Exculpatory Clause
• Force Majeure Clause
• Governing Law Clause
• Indemnification Clause
• Indemnity Clause
• Insurance Clause
• Integration Clause
• Merger Clause
• Non-Competition Clause
• Non-Disparagement Clause
• Non-Exclusivity Clause
• Non-Solicitation Clause
• Privacy Clause
• Release Clause
• Severability Clause
• Subordination Clause
• Subrogation Clause
• Survival Clause
• Termination Clause
• Time of Essence Clause

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Integration Clause Defined

Integration clauses, also known as agreement clauses and merger clauses, acknowledge an entire and final agreement between two or more parties. It’s usually placed at the end of a contract and supersedes all other agreements.

Here is a webpage about integration clauses.

Integration Clause Explained

Integration clauses establish the terms in the agreement are “superior” to all other written or verbal agreements. The contract becomes an integrated contract upon signing. Parties can only add to or change the terms by properly conforming restatements, attachments, schedules, and amendments to the original agreement.

Find out more about integration clauses explained in this article.

Purpose of an Integration Clause

An integration clause’s purpose is to protect parties from claims involving a lack of understanding or intent by either side. It also prevents either side from saying that the contract didn’t reflect the original agreement’s concept.

For example, a new employee discloses protected company information online and violates the NDA agreement signed at the start of employment. The integration clause prevents the employee from saying he didn’t agree to or know about the NDA agreement.

Here is another article about the purpose of integration clauses.

Integration Clause Examples

Examples of integration clauses include:

• Example 1: Software integration clauses for an API use contract
• Example 2: NDA integration clauses for new employees
• Example 3: Misappropriation integration clauses in insurance policies
• Example 4: Partnership integration clauses for operating agreements
• Example 5: Sales integration clauses when selling a major asset

Integration Clause Samples

Sample 1 - Loan Agreement:

(a) Integration. This Agreement and all Schedules and Exhibits hereto referred to herein, together with the Note and the other Loan Documents, embody the final, entire agreement among the Parties and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the Parties. There are no oral agreements among the Parties. Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any Loan Document, the provision contained in this Agreement shall govern and control.

Reference:

Security Exchange Commission - Edgar Database, EX-10.31 19 dex1031.htm LOAN AGREEMENT, Viewed March 31, 2021, < https://www.sec.gov/Archives/edgar/data/1471443/000119312511153384/dex1031.htm >.

Sample 2 - Credit Agreement:

Integration; Effectiveness. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

Reference:

Security Exchange Commission - Edgar Database, EX-10.1 2 creditagreement.htm EXHIBIT, Viewed March 31, 2021, < https://www.sec.gov/Archives/edgar/data/1166126/000116612614000039/creditagreement.htm >.

Common Contracts with an Integration Clause

Common contracts with an integration clause include:

1. IT services agreements
2. Employment contracts
3. Non-compete agreements
4. Insurance policies
5. Operating agreements
6. Master service agreements
7. Non-competition agreements
8. Asset purchase agreements

Contract lawyers can help you identify which type of agreement is right for your situation.

Integration Clause FAQs

Integration clauses carry legal implications. For more answers, check out the integration clause FAQs below:

What is an inclusion clause?

Inclusion clauses set limitations and exceptions to integration clause provisions. Violations of inclusion clauses can void integration clauses or trigger other events.

What is the purpose of an integration clause in a disability policy?

The purpose of an integration clause in a disability policy prevents parties from claiming in the future that they didn’t understand the terms or fully agree to them.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

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