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“This Agreement contains the final and complete agreement and understanding between the parties and constitutes the complete and exclusive statement of its terms. This Agreement supersedes all prior agreements and arrangements, whether oral or written, in this context. The Court of Appeal upheld an entire contractual clause in Strachan & Henshaw v Stein Industrie (UK) Ltd (UK) Ltd (1997) and held that the clause stating that the explicit contractual terms “excluded the rights, obligations and commitments of each of the parties to the other” was sufficient to exclude a right to damages under the Common Law for infringement. For start-ups, for example, the founders of a start-up conclude a business creation contract and then conclude a partnership agreement with the investor. Often, both the shareholders` agreement and the founding agreement cover the same purpose, which is limited to the transfer of shares, governance and management, exit clauses, etc. .

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