Are non-reliance clauses enforceable?

Yes in many contexts when drafted clearly and supported by evidence of intent, but courts will not allow clauses that attempt to bar claims for actual fraud or intentional misrepresentation.

Can this be signed electronically?

Generally yes under ESIGN (15 U.S.C. ch. 96) and state UETA laws, provided the signature shows intent, attribution, consent, and the record can be retained and reproduced.

Should the clause list exceptions?

Yes. Explicit exceptions for fraud, specific relied-on representations, and regulatory disclosures make the clause more likely to be enforced and reduce litigation over scope.

Does a notary make it safer?

Notarization can strengthen the evidentiary record of execution but does not convert an unenforceable clause into an enforceable one if the substance is invalid under law.

How does governing law affect enforcement?

Choice of law influences interpretation and available remedies; New York applies its ESRA framework while most states apply UETA alongside ESIGN for interstate transactions.

What if parties disagree after signing?

Preserve audit trails, communications, and drafts. Courts weigh the written agreement, conduct of the parties, and any evidence of fraud in resolving disputes.

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Legal Non-Reliance Agreement

Legal Non-Reliance Agreement

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LEGAL NON-RELIANCE AGREEMENT

This Non-Reliance Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A Name: , with principal place of business or residence at , and Party B Name: , with principal place of business or residence at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Party A has provided, or may provide, certain information, written or oral, relating to the matters described in the Transaction Description: (the "Information") to Party B and Party B’s Representatives; and

WHEREAS, the Parties intend to negotiate or pursue the matters described above and understand that discussions, disclosures and due diligence may occur; and

WHEREAS, the Parties wish to record certain understandings regarding reliance on information and representations made outside of a final written agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Representatives" means a Party’s directors, officers, employees, affiliates, agents, counsel, accountants and advisors, and each of their respective representatives.

1.2 "Confidential Information" means all non-public, proprietary or confidential information disclosed by one Party or its Representatives to the other Party or its Representatives, whether in writing, orally, visually or electronically.

2. NON-RELIANCE

2.1 Each Party acknowledges and agrees that, except as expressly set forth in a definitive written agreement executed by the Parties, neither Party (nor any Representative of either Party) is making any representation or warranty, express or implied, as to the accuracy or completeness of any Information furnished or to be furnished in connection with the Transaction.

2.2 Each Party affirms that it has not relied and will not rely on any statement, estimate, projection, forecast, or other representation or warranty of the other Party or its Representatives, whether written or oral, except to the extent expressly and specifically set forth in a final, written agreement signed by duly authorized representatives of the Parties.

3. NO REPRESENTATIONS OR WARRANTIES

3.1 Except as expressly provided in a definitive written agreement, ALL INFORMATION IS PROVIDED "AS IS" AND NEITHER PARTY NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

3.2 Each Party agrees it will conduct its own independent investigation, review and evaluation of the Information and the subject matter of the Transaction and will rely solely on such Party’s own investigation and judgment in deciding whether to proceed.

4. LIMITATION ON RELIANCE

4.1 No Party shall be liable to the other Party or its Representatives for any loss, claim, damage or expense arising from any Party’s reliance on any Information except to the extent that such loss, claim, damage or expense results from a material intentional misrepresentation or fraud by the providing Party.

4.2 Nothing in this Agreement limits any Party’s liability that cannot be excluded or limited by applicable law.

5. INDEMNIFICATION

5.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its Representatives (the "Indemnified Parties") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from any claim, demand or action to the extent such claim arises out of the Indemnifying Party’s material intentional misrepresentation or fraud in connection with the Information.

5.2 The Indemnified Parties shall give prompt written notice to the Indemnifying Party of any claim for which indemnification is sought; provided, however, that failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced thereby.

6. CONFIDENTIALITY

6.1 The Parties acknowledge that Confidential Information exchanged in connection with the Transaction may be subject to separate confidentiality obligations. The obligations under such confidentiality arrangements continue to apply and nothing in this Agreement modifies or limits those obligations.

6.2 Unless otherwise agreed in writing, neither Party shall disclose the existence or terms of the Transaction or the fact that discussions are taking place, except to its Representatives on a need-to-know basis, who are bound to maintain confidentiality.

7. NOTICES

Notices to Party A Notices to Party B

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or five (5) business days after deposit in the mail with first-class postage prepaid, addressed to the address provided in this section or to such other address as either Party may designate by notice.

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right.

8.2 This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed originals.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

9.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall nevertheless remain in full force and effect and shall be interpreted to give effect to the Parties’ intent as reflected herein.

9.3 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating thereto, except for any separate confidentiality agreements expressly identified in Section 6.

10. MISCELLANEOUS

10.1 The obligations of indemnity and any provisions intended to survive shall survive termination or expiration of this Agreement for a period of two (2) years, except as otherwise expressly provided herein.

10.2 Each Party represents and warrants to the other that it has the power and authority to enter into this Agreement and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

ADDITIONAL DETAILS

Detailed description of Information or scope (optional) Special provisions or modifications requested by Parties (optional)

Party A (Print Name):

By:

Date:

Party B (Print Name):

By:

Date:

What a Legal Non-Reliance Agreement Is

A Legal Non-Reliance Agreement is a contract provision or standalone agreement where one or more parties confirm they will not rely on certain prior statements, projections, or representations when deciding to enter a transaction. It typically allocates risk in negotiations and due diligence by limiting claims based on pre-contract communications, clarifying which statements are binding, and preserving remedies for express breaches of contract or fraud. These agreements are commonly used alongside disclosures, warranties, and indemnities to manage expectations during mergers, financings, and commercial negotiations.

Why parties include a Non-Reliance Agreement

A clear non-reliance clause narrows potential claims, reduces discovery disputes over who said what, and helps preserve deal certainty while parties rely on express contractual warranties.

Who commonly uses a Legal Non-Reliance Agreement

Typical users include counsel and transaction parties who need to limit reliance on pre-contract communications and oral assurances.

Corporate counsel negotiating M&A or purchase agreements, seeking to confine liability to contractual representations.
Buyers, investors, or lenders conducting due diligence who want certainty about what statements form the basis of their decision.
Service providers and vendors who want to avoid unintended contractual obligations from pre-contract discussions or marketing materials.

Use this agreement alongside warranties, disclosures, and professional due diligence reports to align expectations and reduce litigation exposure.

Core components to include in a professional Non-Reliance Agreement

A concise, enforceable non-reliance agreement combines specific exclusions with cross-references to disclosure schedules, explicit exceptions for fraud, and an integration clause that defines the contract as the exclusive source of agreed terms.

Recitals

Short background statements identifying the parties and the transaction context, clarifying the purpose of the non-reliance language.

Non-Reliance Clause

A precise statement that parties do not rely on specified prior statements, often listing categories excluded from reliance and limiting scope to statements not included in the contract.

Representations

Express representations and warranties that the parties want to be binding; these create the limited set of relied-upon statements.

Exceptions

Explicit carve-outs for fraud, intentional misrepresentation, or statements identified in disclosed schedules so the clause does not defeat remedies for deceit.

Integration and Merger

An integration clause stating the written agreement supersedes prior negotiations and that only listed representations are relied upon.

Governing Law and Remedies

Choice of law, venue, and a clear statement on available remedies and limitation of damages to avoid ambiguity during enforcement.

Step-by-step: completing a Legal Non-Reliance Agreement

Follow these sequential steps to prepare and finalize a clear non-reliance agreement tailored to your transaction.

01

Identify parties: Confirm legal entity names and capacities for each signatory.
02

Define scope: Specify which prior statements are excluded from reliance.
03

Add exceptions: Carve out fraud and express written warranties to preserve remedies.
04

Execute and retain: Obtain signatures and store a copy with audit trail and retention metadata.

How the document is routed and executed

Typical execution workflow covers preparation, routing to signers, authentication, signing, and distribution of the executed copy with an audit trail.

Prepare: Draft the agreement and attach disclosure schedules if needed.
Route to signers: Send to each signer in the specified order or via parallel routing.
Authenticate: Confirm signer identity by email/SMS code or advanced methods if required.
Finalize: Capture signatures, timestamps, and a certificate of completion for records.

Recommended digital workflow settings

Configure these options to reduce signer friction and preserve a clear audit trail for enforceability.

Field	Configuration
Authentication	Email link or SMS code; escalate to KBA for higher risk
Signature Type	Allow typed, drawn, or PKI digital signature where appropriate
Template Reuse	Save as template with conditional fields for recurring transactions
Retention Policy	Attach retention metadata and export signed PDF/A for records

Technical and platform considerations for e-signing

Ensure your chosen e-signature platform supports required authentication, audit trails, and export formats before execution.

Authentication: Email, SMS code, or KBA
Audit Trail: IP, timestamp, and action log
Export Formats: PDF, PDF/A, DOCX

Security and compliance elements to check

In-transit encryption: TLS 1.2/1.3

At-rest encryption: AES-256

Audit evidence: Tamper-evident audit trail

Regulatory coverage: ESIGN, UETA compliant

Healthcare BAA: Available when HIPAA applies

Access controls: SSO, role-based permissions

Common legal risks and consequences

Fraud exception: Fraudulent misstatements remain actionable

Ambiguity: Vague language risks unenforceability

Inadequate authentication: Weak evidence may impair enforcement

Conflicting clauses: Inconsistency with warranties creates disputes

Statute limits: Limitations periods may bar claims

Improper execution: Missing signatures can void provisions

Avoidable drafting and execution mistakes

Overbroad non-reliance language that attempts to disclaim fraud is often struck down by courts
Failing to list specific relied-on representations leads to ambiguity disputes
Not aligning disclosures or schedules with the clause can undermine its effect
Using inconsistent signature methods across parties weakens evidentiary value

Key timing and deadline considerations

Track effective dates, review windows, retention triggers, and statute of limitations to preserve rights tied to reliance or discovery.

Effective Date:

Date when non-reliance protections begin; use MM/DD/YYYY

Review Period:

Set a defined review window for discovery and disclosure updates

Signature Deadline:

Specify final signing date to avoid ambiguity

Retention Trigger:

Record retention starts at execution or termination

Limitation Periods:

Statutes of limitations vary by claim and state

Milestones from draft to final record

Numbered stages help coordinate approvals, signatures, and archival for enforceability and evidence preservation.

01

Drafting Complete

Final internal draft approved for external review

02

External Review

Counterparties review and propose revisions

03

Execution Window

All parties sign within the agreed timeframe

04

Archival and Distribution

Store executed copies with audit trail and distribute certified copies

Sample vendor pricing and capability comparison

Compare baseline pricing and a few feature indicators to evaluate e-signature platforms for processing and archiving Legal Non-Reliance Agreements. Pricing reflects typical annual billed per-user rates where available.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes (Business Premium)	Varies	Varies	Varies	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Non-Reliance Agreements

Practical answers to common questions on enforceability, electronic signing, and interaction with warranties and fraud exceptions.

Need help? Contact support

Are non-reliance clauses enforceable?
Yes in many contexts when drafted clearly and supported by evidence of intent, but courts will not allow clauses that attempt to bar claims for actual fraud or intentional misrepresentation.
Can this be signed electronically?
Generally yes under ESIGN (15 U.S.C. ch. 96) and state UETA laws, provided the signature shows intent, attribution, consent, and the record can be retained and reproduced.
Should the clause list exceptions?
Yes. Explicit exceptions for fraud, specific relied-on representations, and regulatory disclosures make the clause more likely to be enforced and reduce litigation over scope.
Does a notary make it safer?
Notarization can strengthen the evidentiary record of execution but does not convert an unenforceable clause into an enforceable one if the substance is invalid under law.
How does governing law affect enforcement?
Choice of law influences interpretation and available remedies; New York applies its ESRA framework while most states apply UETA alongside ESIGN for interstate transactions.
What if parties disagree after signing?
Preserve audit trails, communications, and drafts. Courts weigh the written agreement, conduct of the parties, and any evidence of fraud in resolving disputes.

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