Clause guide
Non-Reliance Clause clause: meaning, risks, and what to negotiate
Says a party is not relying on statements outside the written contract.
What it means
A non-reliance clause can make it much harder to bring claims based on sales statements, pitches, or assurances made before signing.
Common risks
- • Important promises made during negotiations may become unenforceable.
- • It can reduce claims for misrepresentation.
- • The clause may be broader than necessary.
What to check before signing
- • Does it exclude reliance on all pre-contract statements?
- • Are any key representations written into the contract itself?
- • Does it work together with the entire agreement clause?
Negotiation ideas
- • Move key sales promises into the contract.
- • Carve out fraud or intentional misrepresentation.
- • Limit the clause to non-material statements.
Example clause
“Each party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement.”
Frequently asked questions
What is a non-reliance clause?
It is a clause saying the parties are relying only on the written contract, not outside statements.
Related clauses
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