The final article of a commercial agreement is read least and litigated most.
Entire agreement. Determines whether prior representations survive, and interacts with fraud claims. Adding an express non-reliance statement is a different and stronger provision.
Amendment and waiver. Requires writing and signature, and includes the anti-waiver language that preserves rights not immediately enforced.
Assignment. Whether consent is required, whether it may be withheld unreasonably, whether affiliates and change of control are covered, and whether an unconsented assignment is void or merely a breach.
Notices. Method, addresses and deemed receipt.
Governing law and forum. Whether the choice covers related tort claims, and whether the forum clause is exclusive.
Severability. And whether the parties intend an unenforceable restriction to be reformed rather than struck, which matters enormously for restrictive covenants.
Counterparts and electronic signature.
Survival. Which obligations continue after termination — confidentiality, indemnity, limitation of liability, dispute resolution. A survival clause that omits the limitation of liability leaves post-termination claims uncapped.
Third-party beneficiaries, cumulative remedies, and attorney fee shifting, which changes the economics of every dispute under the agreement.