Is notarization required?

Usually no. A non-reliance letter is typically a contractual or confirmatory document and does not require notarization, but notarization may be advisable if the letter will serve as an affidavit or evidence in another jurisdiction.

What makes the letter enforceable?

Clear identification of parties, a precise statement of what is disclaimed, execution by authorized signatories, and consistent treatment with other transaction documents help support enforceability.

Can it override a signed agreement?

No. A properly executed definitive agreement governs. A non-reliance letter clarifies reliance on pre-contract statements but typically cannot amend express contractual terms without mutual agreement.

Should counsel sign the letter?

Counsel may draft and approve the language; corporate signatories typically execute the letter. If counsel signs in a representative capacity, state ethics and authority rules should be observed.

How should electronic signatures be authenticated?

Use an audit trail, signer attribution (email/SMS/KBA), and stronger authentication if required by regulation or transaction risk to demonstrate intent and attribution.

How long must I keep the letter?

Retain according to the relevant retention timeline—generally at least three years after the deal or longer if industry rules (e.g., HIPAA) or litigation hold applies.

Electronic Signature
Templates
Legal
Legal Non-Reliance Letter

Legal Non-Reliance Letter

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Legal Non-Reliance Letter

This Non-Reliance Letter ("Letter") is delivered as of , by and between Provider Name: , a party providing information, and Recipient Name: , a party receiving information.

RECITALS

WHEREAS, Provider has delivered to Recipient certain information, materials, analyses and data described below (the "Information") for the limited purpose of evaluating a potential transaction or business relationship specified as:

WHEREAS, Recipient acknowledges that Provider has not made and does not make any representation or warranty, express or implied, as to the accuracy, completeness or fitness for any particular purpose of the Information except as may be set forth in a separate definitive agreement executed by the parties.

WHEREAS, the parties wish to set forth the terms upon which Recipient will accept and use the Information and to allocate the risks associated with reliance on the Information.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Letter, "Information" means all written, oral, electronic or other data or materials delivered by Provider to Recipient, whether or not marked proprietary or confidential, and any summaries, analyses, compilations or extracts thereof.

2. ACKNOWLEDGEMENT OF NON-RELIANCE

Recipient expressly acknowledges and agrees that Recipient is not relying, and will not rely, upon any oral or written statements, forecasts, projections, estimates, opinions or representations made by Provider or its representatives concerning the Information, except as expressly set forth in a writing signed by Provider. Recipient further acknowledges that Recipient will make its own independent evaluation of the Information and of any transaction or business to which the Information relates.

3. NO REPRESENTATIONS OR WARRANTIES

Except as provided in a definitive written agreement executed by Provider, Provider makes no representation or warranty, express or implied, as to the accuracy, completeness, currency, merchantability, fitness for a particular purpose or non-infringement of any of the Information. No course of dealing, usage of trade or prior or contemporaneous statements shall be deemed to modify or vary this disclaimer.

4. RECIPIENT'S INDEPENDENT INVESTIGATION

Recipient confirms that it has had the opportunity to conduct such independent investigation and analysis as it deems necessary and acknowledges that Recipient is solely responsible for all determinations and decisions it makes in connection with the Information and any proposed transaction. Recipient agrees to bear all risk of any such reliance.

5. LIMITATION ON USE

Recipient shall use the Information only for the Purpose described above and shall not disclose the Information to third parties except to Recipient's directors, officers, employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient shall be responsible for any breach of this Letter by any such persons.

6. INDEMNIFICATION

To the fullest extent permitted by law, Recipient shall indemnify, defend and hold harmless Provider and its affiliates, and their respective directors, officers, employees and agents (each, an "Indemnitee"), from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees and costs) arising out of or resulting from Recipient's use of or reliance upon the Information, except to the extent such losses are finally adjudicated to have resulted from Provider's gross negligence or willful misconduct.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE INFORMATION OR THIS LETTER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS LETTER SHALL NOT EXCEED AMOUNTS PAID BY RECIPIENT TO PROVIDER IN CONNECTION WITH THE PURPOSE, IF ANY.

8. CONFIDENTIALITY

All Information shall be treated as confidential and shall not be disclosed except as permitted in Section 5. Nothing in this Letter prevents Provider from using or disclosing information that is or becomes publicly available through no breach of this Letter by Recipient or that Recipient can demonstrate was in its lawful possession prior to receipt from Provider.

9. NOTICES

Provider Notice Address:

Recipient Notice Address:

All notices under this Letter shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), courier, or email with confirmation to the addresses set forth above, or to such other address as a party may designate by notice in accordance with this Section.

10. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties relating thereto.

12. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right under this Letter shall operate as a waiver of that right.

14. COUNTERPARTS

This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

15. DESCRIPTION OF INFORMATION

Provider:

By:

Date:

Recipient:

By:

Date:

What a Legal Non-Reliance Letter Is and when parties use it

A Legal Non-Reliance Letter is a written statement used in commercial transactions where one party clarifies that it will not rely on certain representations, disclosures, or informal communications when making decisions. Typically issued by counsel or a contracting party, it identifies the statements being disclaimed, confirms any limits on reliance, and preserves contractual remedies. Non-reliance letters are used to manage risk before signing definitive agreements, during due diligence, or when dealing with third-party statements that are not incorporated into a formal contract.

Why include a Non-Reliance Letter in a transaction

A non-reliance letter reduces ambiguity about which statements form the basis of a deal, limits inadvertent liabilities, and clarifies that only expressly documented representations are binding.

Who typically issues or receives a Legal Non-Reliance Letter

The letter is commonly used by parties involved in negotiations, their counsel, and corporate transaction teams to manage reliance and disclosure risk.

Buyers and investors seeking to limit reliance on pre-contract statements
Sellers or target companies protecting against broad reliance claims
Outside counsel and in-house legal teams drafting clear reliance boundaries

Use the letter when you need a clear written record that certain statements are not to be treated as contractual promises.

Primary signatories and their roles

General Counsel

A general counsel signs or approves non-reliance language to protect the company from informal commitments and to confirm which disclosures are contractually relied upon; this provides a single legal contact responsible for the letter's accuracy and approval process.

Transaction Counsel

Transaction counsel drafts or reviews the letter to ensure it aligns with the definitive agreement, clarifies which statements are excluded from reliance, and minimizes exposure to discovery or litigation over alleged oral promises.

Core elements to include in a professional non-reliance letter

A complete letter follows a clear structure so parties and advisers can quickly confirm what is disclaimed, who issued the letter, and how it interacts with the main agreement.

Heading

Identify the document as a Non-Reliance Letter and state the transaction or matter to which it relates.

Parties

List the party issuing the letter and the recipient with full legal names and addresses.

Disclaimed Statements

Specify the categories of statements or documents that the recipient should not rely on, using precise language and examples where helpful.

Reserved Representations

Clarify which representations, if any, are relied upon and whether any disclosures are incorporated into the final agreement.

Signature Block

Provide an execution block with printed name, title, date, and, if applicable, notary or witness lines per jurisdictional needs.

Governing Law

Name the governing state law and, where appropriate, confirm venue for disputes to limit interpretation uncertainty.

Common required data fields and security details

Issuer Name: Full legal entity name

Recipient Name: Full legal entity or individual name

Effective Date: MM/DD/YYYY format

Transaction ID: Deal reference or file number

Signature Block: Printed name, title, date

Storage Security: AES-256 at rest; TLS 1.2/1.3 in transit

Key legal risks if the letter is incorrect or missing

Unclear Reliance: Creates exposure to reliance damages

Estoppel Risk: May permit opposing reliance arguments

Contractual Gaps: Leads to disputes over incorporated representations

Discovery Exposure: Broad disclosures may invite more discovery

Regulatory Concern: Industry rules may require accurate disclosures

Execution Errors: Missing signature or wrong party invalidates letter

Common preparation mistakes to avoid

Using vague language that fails to list specific disclaimed statements or documents
Leaving the letter undated or using inconsistent effective dates across transaction documents
Having a non-authorized person sign on behalf of a company without a clear title or signature authority record
Failing to confirm whether the letter should be notarized or witnessed under applicable state law

How to prepare and issue a Legal Non-Reliance Letter

Follow these practical steps to draft, approve, execute, and distribute a clear non-reliance letter for a commercial transaction.

01

Draft the letter: List parties, disclaimed statements, and scope
02

Internal review: Obtain counsel and executive sign-off
03

Execute the document: Sign, date, and authenticate as required
04

Distribute copies: Send to all relevant transaction participants

Typical e-delivery and acknowledgment flow

This sequence shows how parties normally send and confirm receipt of a non-reliance letter in an electronic workflow.

Prepare document: Upload and place signature fields
Select authentication: Choose email, SMS, or stronger method
Send to recipient: Use direct email or secure link
Capture completion: Store signed copy with audit trail

Basic eSubmission settings to configure

Configure the electronic workflow to ensure signer attribution, retention, and any notarization requirements are met.

Field	Configuration
Authentication Level	Email or SMS with optional KBA for higher assurance
Retention Policy	Store for the required retention period with export capability
RON Support	Enable remote notarization where notarization is required
Notifications	Email and mobile reminders for outstanding signatures

Technical considerations for electronic execution

Ensure the platform supports required authentication, audit trails, and file formats before e-signing a non-reliance letter.

Integrations: Salesforce, Microsoft 365, NetSuite, Google Workspace
Formats: PDF, Word DOCX, HTML, Excel
Authentication: Email, SMS, KBA, 2FA options

Use a platform that records IP, timestamps, and an audit trail to support attribution and retention requirements.

Typical timing considerations and internal deadlines

Establish internal deadlines for drafting, review, execution, and distribution to avoid delays in closing or due diligence schedules.

Drafting Deadline:

Prepare letter before execution of the definitive agreement

Internal Review:

Allow counsel 3–5 business days for review

Execution Window:

Sign and return within agreed negotiation timeframe, often 7–14 days

Distribution:

Send executed copies to all counterparties immediately after signing

Retention Start:

Retention begins on the execution date

eSignature pricing and capability comparison for transactional letters

Select an eSignature provider that supports audit trails, required authentication methods, and any industry-specific compliance such as HIPAA or 21 CFR Part 11.

	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 by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about Non-Reliance Letters

Answers to common execution, enforceability, and storage questions when preparing or relying on a non-reliance letter.

Need help? Contact support

Is notarization required?
Usually no. A non-reliance letter is typically a contractual or confirmatory document and does not require notarization, but notarization may be advisable if the letter will serve as an affidavit or evidence in another jurisdiction.
What makes the letter enforceable?
Clear identification of parties, a precise statement of what is disclaimed, execution by authorized signatories, and consistent treatment with other transaction documents help support enforceability.
Can it override a signed agreement?
No. A properly executed definitive agreement governs. A non-reliance letter clarifies reliance on pre-contract statements but typically cannot amend express contractual terms without mutual agreement.
Should counsel sign the letter?
Counsel may draft and approve the language; corporate signatories typically execute the letter. If counsel signs in a representative capacity, state ethics and authority rules should be observed.
How should electronic signatures be authenticated?
Use an audit trail, signer attribution (email/SMS/KBA), and stronger authentication if required by regulation or transaction risk to demonstrate intent and attribution.
How long must I keep the letter?
Retain according to the relevant retention timeline—generally at least three years after the deal or longer if industry rules (e.g., HIPAA) or litigation hold applies.

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