Entire Agreement; Modifications; and Order of Precedence Clause Samples

The 'Entire Agreement; Modifications; and Order of Precedence' clause establishes that the written contract represents the complete and final agreement between the parties, superseding all prior discussions or understandings. It typically requires that any changes to the agreement must be made in writing and signed by both parties, and it sets out which documents or sections take priority if there are conflicting terms. This clause ensures clarity and prevents disputes by confirming that only the terms within the contract are enforceable and by providing a clear method for resolving inconsistencies.
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Entire Agreement; Modifications; and Order of Precedence. This Agreement, the Exhibits, Orders, and all documents expressly referred to in this Agreement, constitute the Parties’ complete agreement with respect to the subject matter of this Agreement and supersedes all prior proposals, understandings, and agreements, whether oral or written, between the Parties, including but not limited to any non-disclosure agreements previously entered into between the Parties. This Agreement and any attachment or Order may not be amended or modified except in writing, signed by an authorized representative of each Party. In case of any conflict, the order of precedence of the documents constituting this Agreement is as follows: (i) Agreement; (ii) the Exhibits; (iii) the Orders, except preprinted terms and conditions appearing in any purchase order will have no force and effect; and (iv) all documents expressly referred to in this Agreement that are not an Exhibit or Order. Any terms on Company’s web site, product schedule or other ordering document, or contained in any “shrink-wrap” or “click-wrap” agreement, will have no force or effect if the provision conflicts with the terms of this Agreement, the Exhibits, or Orders.
Entire Agreement; Modifications; and Order of Precedence. This Agreement, the Exhibits, Orders, and all documents expressly referred to in this Agreement, constitute the parties’ complete agreement with respect to the subject matter of this Agreement and supersedes all prior proposals, understandings, and agreements, whether oral or written, between the parties, including but not limited to any non-disclosure agreements previously entered into between the parties. This Agreement and any attachment or Order may not be amended or modified except in writing, signed by an authorized representative of each party. In case of conflict the order of precedence of the documents constituting this Agreement is as follows: (a) Agreement; (b) the Exhibits; (c) the Orders, except preprinted terms and conditions appearing in any purchase order will have no force and effect; and (d) all documents expressly referred to in this Agreement that are not an Exhibit or Order. Any terms on Supplier’s web site, product schedule, invoice, or other ordering document, or contained in any “shrinkwrap” or “clickwrap” agreement, will have no force or effect. 41 Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Signature: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇▇ ▇▇▇▇ Print Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President, Procurement & RE Title: CFO Street Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇ City, State, Zip: Overland Park, KS 66251 City, State, Zip: Jeffersonville, IN 47130 Date: 6-30-2011 Date: 6-30-2011 Fax No.: Fax No.: Sprint Address for notices (including above): Supplier Address for notices (including above):