What is an Entire Agreement Clause?

Is it possible for a foreign national to start a side business in Japan?
February 1, 2017
What does the “good conduct” requirement for permanent residence in Japan entail?
February 6, 2017
Show all

As the name suggests, an entire agreement clause (also sometimes called an integration clause or merger clause) simply states that the signed agreement between the parties is the complete and final agreement.  While this clause is often very simple and introduced toward the end of an agreement, it plays an important role in defining the parties’ rights and responsibilities.  Neglecting to include an entire agreement clause can lead to misunderstandings and unexpected liability at a later date.

Business negotiations often produce many potential promises or assertions that never make it into the final contract.  Including an entire agreement clause indicates to both parties that these preliminary negotiations are not part of the final agreement and do not establish rights or responsibilities for either party.

While entire agreement clauses are an important part of any business contract, some jurisdictions do not consider them to be conclusive.  Rather, the clause will act to create a presumption that the contract is the full agreement and the party claiming an addition to the contract is tasked with the burden of proving it in court.

If you have any questions about contracting in Japan, please contact our office to set up a legal consultation.