Gartner Research

The 'Entire Agreement' Clause: Everything You Were Told During the Sales Cycle Doesn't Count

Published: 05 January 2016

ID: G00294336

Analyst(s): Roberto Sacco, Joseph Neapolitan

Summary

Many software agreements contain an entire clause dictating that the contract supersedes any prior understanding between the vendor and the customer. Unless the customer insists on incorporating agreed-on expectations into the contract, there will be little recourse when discrepancies arise.

Table Of Contents
  • Key Challenges

Introduction

  • The Promise
  • The Reality

Analysis

  • Before Committing to Selection of Products and Signing the Contract, Obtain Written Concessions and Understanding of What Was Agreed Forms Part of the Contract, Eliminating Surprises That Could Limit Software Use
    • What Does the Entire Agreement Wording Look Like?
  • Ensure Early Involvement in the Procurement Cycle by Allocating Responsibilities for the Correct Selection of Software Products to the Appropriate Stakeholders; It Is Imperative Procurement, Business Users and IT Departments Are Involved in Not Only the Selection Process, but Also the Contract Sign-Off

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