This Agreement Constitutes The Entire Agreement

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Fraud and coercion: There is a significant carve-out if the courts allow evidence that it would not do otherwise for an already integrated agreement. Courts always accept evidence of fraud, coercion or other faults that forced a party to accept the agreement or certain terms of the agreement. If the court finds fraud or coercion, it may declare the agreements or certain conditions unenforceable and annigable. The purpose of this type of clause is to ensure that the conditions governing the obligations of the parties and their intentions are set out in a single contractual document. The aim is in turn to promote safety and, where appropriate, to prevent the parties from relying on statements or assurances in pre-contractual negotiations to determine what the contract requires as performance. Entire contractual clauses are generally intended to exclude assurances and statements by the parties on which the parties relied when concluding the contract, but which were not explicitly included in the contract. A clause in the comprehensive agreement is an explicit manifestation of the parties` intention that the agreement be final, complete and integrated. It is therefore appropriate that a comprehensive agreement clause should be strong and convincing evidence for the Court that the agreement is incorporated. The inclusion of a comprehensive agreement clause greatly increases the likelihood that the court will find that your agreement is incorporated. 3. The purpose of a comprehensive contractual clause is to make it clear that the document in which it appears (and all other documents indicated) constitutes the entire agreement between the parties.

This contributes to contractual security: the parties know that the agreement is limited to the four corners of the document.

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