M&A Foundations · glossary
A boilerplate clause confirming that the written contract is the whole deal, superseding earlier drafts, emails and the heads of terms — so no one can later claim there was a side promise. Usually paired with non-reliance wording that shuts out misrepresentation claims. Clause 14 · Chapter 10
Explained in Chapter 10, Anatomy of an SPA, of M&A Foundations.
The main page for this term is Entire agreement clause, in Drafting Skills.
The heads of terms have a natural lifespan. They are born when outline agreement is reached, they govern the tone (if not the law) of the negotiation, and they die at signing. The instrument of their death is the entire agreement clause in the SPA. The clause declares the signed documents to be the whole of the bargain and expressly wipes away everything that came before — including, in Sunrise, the heads by name…Read Chapter 6, Term Sheets and Heads of Terms →
Every chapter of M&A Foundations is free to read, including the full training share purchase agreement.
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Where this term lives
This term is part of one complete fictional deal, with every document attached and a test after every chapter. Open M&A Foundations → · All terms A–Z →