What the clause is for
Deals are sold before they are signed — projections, assurances, "of course it can do that". An entire agreement clause declares the written contract the complete record, superseding prior statements; its companion, the non-reliance clause, has each party acknowledge it relied on no representation outside the document. Together they aim to confine any later argument to the four corners of the contract — which is legitimate deal hygiene, and also, sometimes, a burial ground for the promises that induced you to sign.
What survives the clause
- Fraud — liability for fraudulent misrepresentation cannot be excluded; no drafting rescues a lie
- Poorly targeted drafting — a bare entire agreement clause may supersede prior contractual terms without excluding misrepresentation claims; excluding those requires the non-reliance limb, strictly construed against the drafter
- Consumer protection — against consumers, such clauses face unfairness review
- Rectification and implied terms — the clause does not prevent correcting a document that fails to record what was actually agreed
The practical rule: promises go in the document
If a statement mattered to your decision — capacity, compatibility, revenue, condition — have it written into the contract as a term or warranty. The negotiation over whether it goes in is itself diagnostic: a counterparty who insists the promise is true but refuses to write it down is telling you something. For remedies where you were misled into a contract, see misrepresentation claims; for the pre-signature check that catches these clauses, see contract review.
How our fees work
You get a fixed quote in writing before any work starts — no hourly-rate surprises and no meter running while you think. If the scope changes, the quote is revised in writing before we continue. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement. How contract solicitor fees work in Ireland →