What’s the Deal… with Contracts? – Part 4 (the conclusion)

Welcome to fourth and final part of my post on contracts. If you’ve accompanied me from the beginning, you’ve read about the basic elements of contracts, introductions and some common clauses. Now’s the time to take a look at the conclusion of a contract.

In the conclusion of a contract you can almost always count on two things:

  1. The “entire agreement” clause.
  2. The signature block.

Typically, the last section of a contract before the signature block is  an “entire agreement” clause, whereby the parties state that the entire content of the agreement has been set forth for the parties to read, i.e. everything that has been stated constitutes the entire agreement. Naturally, neither party would want to sign an agreement without being fully aware of the contract’s full content, right? Here’s a sample paragraph:

This Agreement, together with the exhibits and schedules hereto, constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto.

Not only do “entire agreement” clauses make it clear that the it’s the entire agreement, they commonly tell the reader that the agreement “supersedes,” i.e. replaces any other agreements entered into prior to the execution (signature) of the agreement. This is so other contracts won’t interfere with the contract being signed.

The last part of a contract is the signature block. Naturally, this is where the parties to the contract place their signatures. The signature block typically includes the people’s printed names, their titles and sometimes other information like phone numbers, addresses or emails. It is usually preceded with a small paragraph beginning with the phrase “In witness whereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first mentioned above.

 

 Date:  __________________________            By:  __________________________

 

 Date:  __________________________            By:  __________________________

 

This concludes this post about essential contract concepts and common clauses/terms. I hope you have enjoyed it and learned something for your own legal translations!

JS