The entire agreement clause analysed: defining the contractual playing field

Gepubliceerd op 26/12/2025

In the practice of corporate and commercial law, the ‘entire agreement clause’ is increasingly encountered as a standard provision in commercial contracts. Although it is often regarded as “boilerplate”, this clause warrants careful and considered use.

What is an entire agreement clause?

An entire agreement clause provides that the written contract constitutes the complete agreement between the parties. Anything falling outside the “four corners” of the document is excluded from the parties’ contractual obligations. As a result, pre-contractual documents, oral agreements, emails, or negotiations that are not expressly incorporated into the contract cannot be relied upon to derive rights or obligations.

Legal qualification

Under Belgian legal doctrine, the entire agreement clause is primarily characterised as an evidentiary clause. It excludes certain pre-contractual elements as evidence of additional contractual obligations. In some cases, it may also operate as an interpretative clause, where it expressly provides that pre-contractual elements may not be used for the interpretation of the contract.

Validity and limitations

The validity of the entire agreement clause is generally accepted on the basis of freedom of contract. Nevertheless, certain limitations apply:

• In consumer contracts, such a clause may be problematic in light of Article VI.83, 21° of the Belgian Code of Economic Law, which prohibits clauses that restrict the consumer’s means of proof.
• In business-to-business contracts, clauses that limit evidentiary means are subject to a presumption of unlawfulness under Article VI.91/5, 7° of the Belgian Code of Economic Law, although this presumption may be rebutted.

Importantly, the entire agreement clause primarily affects elements of proof, rather than means of proof. It therefore excludes certain documents as a basis for evidence, but does not, as such, preclude the use of witnesses or presumptions.

Purpose and application

The entire agreement clause provides legal certainty: parties know that only the written contract is determinative. This prevents disputes concerning oral representations or earlier versions of the agreement. The clause is therefore particularly useful following lengthy negotiations, in long-term contractual relationships, and in international contracts involving multiple legal systems.

Drafting: tailoring is essential

An entire agreement clause need not be absolute. Parties may, for example, exclude only specific pre-contractual elements, expressly retain certain documents as part of the contract, or exclude the interpretative value of pre-contractual elements (provided this is stated explicitly).

Example of a classic clause

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, statements, documents, negotiations (…) between the Parties relating to the subject matter of this Agreement.

Conclusion

Although the entire agreement clause is often regarded as a standard provision, it is far from trivial. The clause can be a powerful instrument for defining contractual boundaries, but it requires careful drafting and consideration. As with any contractual provision, tailoring remains essential.

Should you have any doubts as to the appropriate approach, do not hesitate to seek legal advice. Our team of specialised attorneys will be pleased to assist you in taking the appropriate steps.