Entire Agreement Clause: Meaning, Sample & Drafting Tips (India)
An entire agreement clause states that the written contract is the complete agreement between the parties and replaces earlier negotiations, emails, term sheets and side understandings. In India it complements the rule — now in sections 94 and 95 of the Bharatiya Sakshya Adhiniyam, 2023 — limiting oral evidence that contradicts a written contract.
How it works under Indian law
Where the terms of a contract have been reduced to writing, the document itself is the primary evidence of its terms, and oral evidence to contradict, vary, add to or subtract from those terms is generally excluded, subject to listed exceptions such as fraud, mistake, or a separate oral agreement on a matter on which the document is silent. These rules were in sections 91 and 92 of the Indian Evidence Act, 1872 and now appear in sections 94 and 95 of the Bharatiya Sakshya Adhiniyam, 2023, in force from 1 July 2024.
An entire agreement clause strengthens that position contractually by confirming that the parties intended the document to be complete and that earlier drafts, emails, term sheets and presentations have no contractual effect.
The clause does not protect a party from its own fraud: consent caused by fraud or misrepresentation makes a contract voidable (sections 17, 18 and 19 of the Indian Contract Act, 1872). If parties want to exclude liability for non-fraudulent pre-contract statements, they should say so expressly, alongside a non-reliance acknowledgement.
Drafting checklist
- List the documents that form the agreement (main body, schedules, incorporated policies).
- Supersede prior negotiations and term sheets expressly.
- Decide whether any earlier NDA or letter of intent survives.
- Include a non-reliance acknowledgement, and carve out fraud.
- Add an order-of-precedence rule for conflicts with purchase orders and statements of work.
- Pair it with a variation clause requiring written, signed amendments.
Sample entire agreement clause
Two versions: a standard position and an alternative you can offer in negotiation. Replace every [placeholder] before use.
Standard entire agreement clause
Standard positionThis Agreement, together with its Schedules and any document expressly incorporated by reference, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior negotiations, representations, understandings, term sheets, proposals and agreements, whether written or oral, relating to that subject matter. Each Party acknowledges that in entering into this Agreement it has not relied on any statement, representation, assurance or warranty that is not expressly set out in this Agreement. Nothing in this Clause limits or excludes any liability for fraud.
Version that preserves a prior NDA
Balanced — keeps pre-signing confidentiality obligations aliveThis Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior agreements relating to that subject matter, except the non-disclosure agreement between the Parties dated [date] (the "NDA"), which shall continue to govern information disclosed before the Effective Date. Information disclosed on or after the Effective Date shall be governed by Clause [Confidentiality]. In the event of conflict between this Agreement and any purchase order, invoice or other document issued by either Party, this Agreement shall prevail, and any terms printed on such documents shall have no effect.
Who pushes for what
Typical negotiating positions on each side of the table.
Supplier
Wants a strong non-reliance clause to shut out claims based on sales presentations.
Customer
Wants key pre-contract statements (for example RFP responses) incorporated as warranties or schedules.
Common middle ground
Non-reliance clause plus incorporation of specified RFP responses into the contract.
Common mistakes
- Superseding the NDA accidentally and leaving earlier disclosures unprotected.
- Trying to exclude liability for fraud — it will not work.
- Incorporating online terms "as updated from time to time" without saying which version applies.
- No order-of-precedence rule, so purchase-order boilerplate competes with the negotiated contract.
Frequently asked questions
Does an entire agreement clause exclude claims for misrepresentation?
Not automatically. It confirms the written terms are complete. Liability for fraud cannot be excluded, and a non-reliance acknowledgement is usually needed to limit claims based on other pre-contract statements.
Which law now governs oral evidence against written contracts?
Sections 94 and 95 of the Bharatiya Sakshya Adhiniyam, 2023 (corresponding to sections 91 and 92 of the Indian Evidence Act, 1872) apply from 1 July 2024.
Does an entire agreement clause cancel an earlier NDA?
It can, if the NDA relates to the same subject matter and the clause supersedes all prior agreements. State expressly whether the NDA survives.
Related tools, formats and guides
Build a clause library with approved fallbacks in CaseDocker
Store your approved clause language and pre-agreed fallback positions in CaseDocker's Contract Management module, and use Playbooks to route any deviation to the right approver before the contract goes out for signature.