What is an integrity clause?

An integrity clause in a contract establishes that said contract contains all the terms and conditions agreed between the parties, invalidating any previous or contemporaneous agreement not included in it. An integrity clause is used when the parties want to establish unequivocally that the written contract reflects the entirety of their agreement and that no verbal agreement or external documentation can affect or modify the terms of the contract.

In other words, what it seeks is to provide the contract with a series of guarantees, which are linked to the assurance that the content of the contract will not change.

Essential content

• Declaration of integrity.
• Contract exclusivity.

Optional content

• No waiver.
• Possibility of modification.

In which contracts is it usually applied?

The integrity clause, also known as the entirety clause or completeness clause, can be found in various types of contracts, especially those involving a complex business relationship or major transactions, as well as some employment contracts. This clause is intended to ensure that the contract in question is the complete and final agreement between the parties, and that any prior agreement or understanding not included in the contract is void of legal validity.

Some examples of contracts that usually include it are:

• Employment contracts
• Confidentiality agreements
• Software assignment agreements

Limitations

There are certain limits and legal requirements that may affect the validity of an integrity clause.

If the clause is ambiguous or confusing, it could be considered invalid or unenforceable. In addition, the integrity clause cannot protect or maintain valid other clauses of the contract that are considered invalid or abusive by legislation. Nor can it affect or limit the fundamental rights of any of the parties, nor can it be used to eliminate rights or legal protections that correspond to the parties.

Related concepts

• Contract
• Abusive clause
• Nullity
• Exclusivity clause