Superseding Clause / Entire Agreement
This often-overlooked clause can actually be quite important. The “superseding” or “entire agreement” clause means that the agreement, as written, is the final word on the subject matter of the agreement (which usually, though not always, means the entire employment relationship).
This can be especially meaningful if there are other agreements at play – in particular non-compete and non-solicit agreements.It is often the case that a employer gives an employee a severance agreement which effectively cancels the pre-existing non-compete and non-solicit agreements because the severance agreement includes a “superseding” or “entire agreement” clause.
Samples
Entire Agreement; Amendments. This Agreement embodies the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereof. This Agreement may not be changed orally, and may be amended, superseded, cancelled, renewed or extended, and the terms hereof may be waived, only by an instrument in writing signed by each of the parties, or, in the case of a waiver, signed by the party against whom enforcement of such waiver is being sought.
Entire Agreement. This Agreement sets forth the entire agreement of the parties in connection with the termination of your employment on the Separation Date, and supersedes any and all prior agreements, discussions, understandings, promises and expectations with respect to the subject matter thereof. This Agreement may be modified only by a written instrument signed by you and by the Company.
Sample with carve-out for restrictive covenants
Entire Agreement; Amendments. This Agreement together with the Recitals, which are incorporated into this Agreement, and the Post-Employment Covenants, which are also incorporated into this Agreement, embody the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereof. This Agreement may not be changed orally, and may be amended, superseded, cancelled, renewed or extended, and the terms hereof may be waived, only by an instrument in writing signed by each of the parties, or, in the case of a waiver, signed by the party against whom enforcement of such waiver is being sought.