Entire agreement clause: the written contract is the whole deal

Sample clause

a supply agreement between Mulga Ridge Packaging, a fictional Toowoomba carton maker, and Eastbrook Fresh Produce, a grower supplying supermarkets that negotiated the deal over six weeks of emails and two site visits

21. Entire Agreement 21.1 This Agreement consists of these terms, Schedule 1 (Products and Specifications), Schedule 2 (Pricing) and Schedule 3 (Delivery Points), and any Purchase Order issued under clause 4. 21.2 This Agreement records the entire agreement between the parties about its subject matter and supersedes all prior proposals, quotations, correspondence, representations and understandings, whether written or oral. 21.3 Terms printed on or referred to in a Purchase Order, delivery docket, invoice or website of either party do not form part of this Agreement unless both parties agree in writing that they do. 21.4 If there is an inconsistency, these terms prevail over the Schedules, and the Schedules prevail over a Purchase Order. 21.5 Nothing in this clause limits or excludes any liability or remedy that cannot be limited or excluded by law.

Sample wording, not legal advice.

Variants

What to negotiate

• Which documents are in

  The biggest drafting error is excluding something both sides relied on, such as a technical specification attached to a proposal. Buyers review the negotiation file and ask for any promise that matters, a delivery window, a sample standard, a price hold, to be moved into a schedule. Once the clause is signed, anything left in the emails is very hard to enforce.

• Non reliance wording

  Sellers add an acknowledgment that the buyer relied on nothing outside the contract. Buyers resist where they were given forecasts or performance claims. The clause cannot defeat a misleading conduct claim under the Australian Consumer Law, but it can be used as evidence about reliance, so buyers who did rely on a statement should get it written in.

• Purchase order and portal terms

  Many disputes turn on which set of standard terms applies: the supplier's quote, the customer's purchase order or a portal click through. A sentence excluding printed terms on operational documents, plus an order of precedence, settles the battle of the forms before it starts.

The risk of leaving it out

Without the clause a party can argue that a promise made during negotiations became a term of the contract, or that a separate collateral contract exists alongside it. Courts decide those arguments on evidence of what was said and intended, which is slow and uncertain, and pre contract documents such as quotes and brochures can end up governing performance.

What the clause cannot do in Australia

Section 18 of the Australian Consumer Law prohibits misleading or deceptive conduct in trade or commerce, and that prohibition is statutory, not contractual. Parties cannot agree to exclude it. A buyer misled by a pre contract statement can still bring a claim despite an entire agreement clause. What the clause and a non reliance statement can do is bear on whether the buyer in fact relied on the statement, which is part of proving the loss. Separately, the unfair contract terms regime can make a one sided term void in a standard form consumer or small business contract, and its examples include a term limiting the evidence a party can bring.

Collateral contracts and later variations

Entire agreement wording is aimed at two arguments. The first is that a pre contract promise was a term, which the clause answers directly. The second is that a separate collateral contract was formed, where one party signed because of a promise the other made, and a clearly drafted clause makes that harder to establish. The clause looks backwards only. It does not stop the parties agreeing changes after signing, which is what the variation clause governs.

Where it sits in a generated document

Entire agreement belongs with the general clauses near the end of an agreement, beside variation, waiver and severability. A generated agreement numbers every clause, so naming the schedules in the description lets the clause list them and resolve a precedence order by number. The document is written from the description without citations, which means any Australian Consumer Law carve out wording needs a check before signing.

Documents that carry this clause

Service agreementBeacon Systems supports Harlow Freight’s IT for an initial 24 months from 1 October 2026 at $8,400 a month plus GST, with 40 hours included and $220 an hour beyond them. Twelve numbered clauses cover the services, a four level severity table, client duties, fees with a CPI adjustment, confidentiality, privacy, IP, a liability cap, termination and a three step dispute ladder.Master services agreementA data consultancy and an insurer sign this once and then buy work under it for three years. It is the rare contract whose whole purpose is to make the next twenty contracts short.Vehicle sale agreement templateA dual cab ute is changing hands between two people on the Central Coast for $28,500. No dealer, so no statutory warranty and no guarantee of clear title. What the buyer gets instead is five written warranties, a register certificate number, and a mechanic's report obtained before the balance moves.Subcontractor agreement template that flows the head contract downA subcontract exists to pass the head contract's obligations down one level and move the money back up on time. This one names the scope by drawing, sets the progress claim dates against the security of payment rules, holds retention and states the insurances, so the trade knows exactly when it is paid and for what.

Questions people ask