Entire Agreement Clause: Meaning in a Merchant Cash Advance
An entire agreement clause says the written contract is the complete deal, replacing any earlier promises or conversations. If something isn't in the document, it generally isn't part of the agreement.
What does entire agreement clause mean?
Salespeople say lots of things. Say someone told you the payment would drop after a few months, or that fees would be waived. If those promises aren't in the contract, the entire agreement clause means they usually don't count.
Why does entire agreement clause matter to your business?
It's the reason to get every important promise in writing before you sign. If a term matters to you, like an early payoff discount or a specific payment day, make sure it appears in the contract or a signed addendum. Otherwise, you're relying on memory against a document that says otherwise.
How do amendments work with it?
Most contracts also say changes must be in writing and signed by both sides. Phone agreements don't change the deal.
How does it protect both sides?
It isn't only a tool for the funder. It also means the funder can't claim you agreed to something that isn't written down. Both sides are bound by the same document. That's why a clear, complete contract is in everyone's interest, and why vague promises should be turned into written terms before anyone signs.
What should you check before you sign?
Make a short list of everything you were promised, then find each item in the contract. Anything missing needs an addendum.
Where will you see it?
In the general provisions, sometimes called integration, merger or entire agreement.
Is this legal advice?
This is general information, not legal advice.
Which terms are related to entire agreement clause?
The full list is in the glossary. Owners ask about this in What's the difference between an MCA approval and an offer?.
A term on your offer you don't recognize?
Send us the line and we'll tell you what it means. Call 877-FUND-654 with any question. We call you back, usually the same business day, and we always talk with you before we shop your file.