The following is a merger or integration clause that typically appears near the end of most agreements:
“This agreement sets forth the entire understanding between the parties and supersedes any prior representations, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter.” Because this clause knocks out all previous agreements or understandings between the parties, it is essential to incorporate by reference in any final agreement the RFP, the vendor’s proposal and response to the RFP, as well as any other significant and relevant documentation that you relied upon to acquire the technology or system. If you are relying upon any verbal assurances, make sure that they are memorialized in writing and identified as part of the final agreement. Even when you are creating the initial RFP for the purpose of soliciting vendors you should be thinking about what express warranties should be included in the final agreement with the selected vendor. You might even ask the vendors to submit their proposed agreement so that you can review it as part of the selection process.
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