Is an electronic Non-Reliance Agreement enforceable?

Yes. Electronic signatures and records are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96, 2000) and state UETA laws adopted by most states, provided intent, consent, attribution, and retention are satisfied.

Do consumer disclosures matter here?

If the agreement affects consumer-facing financial or healthcare rights, provide ESIGN-required consumer disclosures and obtain consent to electronic records pursuant to 15 U.S.C. §7001(c).

When should I notarize a Non-Reliance Agreement?

Notarization is rarely required for a standard Non-Reliance Agreement. Consider notarization when state law or related instruments (deeds, wills, POAs) require it or when enhanced attestation benefits enforcement.

What authentication level is appropriate?

Use email-plus-code for most commercial transactions; choose stronger methods (ID verification, KBA) for high-value deals or when regulatory standards demand higher assurance.

How do I fix a signed agreement with errors?

If minor, execute an addendum or corrected counterpart signed by all parties. For material errors, consider re-execution or a mutual ratification clause to avoid later disputes.

How long must I keep the executed copy?

Retain according to the contract term plus applicable retention rules: at least 3 years for general records, 6 years for HIPAA, and longer where state law or tax rules require it.

Electronic Signature
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Legal
Non-Reliance Agreement

Non-Reliance Agreement

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NON-RELIANCE AGREEMENT

This Non-Reliance Agreement (the Agreement) is entered into as of , (Effective Date), by and between Discloser Name: , a Entity Type: Corporation LLC Individual, and Recipient Name: , a Entity Type: Corporation LLC Individual.

Discloser Address: Recipient Address:

RECITALS

WHEREAS, Discloser has provided, or may provide, certain information, documents, analyses and other materials (collectively, the Evaluation Materials) to Recipient for the limited purpose of evaluating a potential business relationship or transaction (the Purpose); and

WHEREAS, Recipient acknowledges that the Evaluation Materials have been and will be provided for informational purposes only and that Discloser does not make any express or implied representation or warranty as to the completeness, accuracy, reliability or fitness for any purpose of any Evaluation Materials; and

WHEREAS, the parties desire to set forth their agreement regarding Recipient's non-reliance on such information and the allocation of risk between the parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Evaluation Materials" means all written, electronic or oral information, analyses, forecasts, projections, data and other materials furnished by Discloser or its Representatives to Recipient in connection with the Purpose, including any copies, summaries or extracts thereof.

(b) "Representatives" means a party's affiliates, and the directors, officers, employees, agents, advisors, attorneys, accountants and other authorized representatives.

2. NON-RELIANCE

Recipient acknowledges and agrees that neither Discloser nor any of Discloser's Representatives has made or makes any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the Evaluation Materials. Recipient further acknowledges and agrees that it is not relying, and will not rely, upon any such representations or warranties, whether oral or written, in evaluating the Evaluation Materials or in deciding whether to proceed with any transaction related to the Purpose.

3. INDEPENDENT INVESTIGATION

Recipient acknowledges that it has been given the opportunity to ask questions of, and receive answers from, Discloser and its Representatives and to obtain independent advice from legal, tax, accounting and other advisors as Recipient deems necessary. Recipient agrees that it shall be solely responsible for making its own independent evaluation and investigation of the Evaluation Materials and the facts and matters described therein and shall not rely on Discloser for such evaluation.

4. NO REPRESENTATIONS OR WARRANTIES; LIMITATION OF LIABILITY

Except as may be expressly set forth in a definitive written agreement executed by both parties, Discloser expressly disclaims, and Recipient hereby waives, any and all implied or express representations or warranties of any kind, including without limitation warranties of merchantability, fitness for a particular purpose, accuracy, completeness or non-infringement. In no event shall Discloser or its Representatives be liable to Recipient or any third party for any incidental, consequential, special, punitive or exemplary damages arising out of or in connection with the Evaluation Materials, whether based on contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such damages.

5. ALLOCATION OF RISK; NO DUTY

Recipient agrees that the allocation of risk set forth in this Agreement is an integral part of the parties' understanding and that Discloser would not provide the Evaluation Materials absent Recipient's agreement that Recipient shall bear the risk of inaccuracies, omissions and other defects in such materials. Recipient further acknowledges that Discloser has no duty to update, supplement or correct any Evaluation Materials.

6. REPRESENTATIONS AND WARRANTIES OF RECIPIENT

Recipient represents and warrants to Discloser that: (a) it has all necessary power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized and constitutes a valid and binding obligation enforceable against Recipient in accordance with its terms; and (c) it will use the Evaluation Materials only for the Purpose.

7. CONFIDENTIALITY (OPTIONAL)

If the parties have executed a separate confidentiality agreement, the confidentiality obligations set forth therein shall continue to apply to the Evaluation Materials. To the extent no separate confidentiality agreement exists, Recipient agrees to maintain the confidentiality of the Evaluation Materials and to use at least the same degree of care in protecting the Evaluation Materials as it uses to protect its own confidential information, but in no event less than reasonable care.

8. NOTICES

All notices required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be deemed given when personally delivered, sent by nationally recognized overnight courier, or three (3) business days after being deposited in the mail, postage prepaid, certified or registered mail.

Discloser Notice Contact: Recipient Notice Contact:

9. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by each party. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of law principles. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating thereto.

Governing Law State:

11. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The obligations and rights of the parties under this Agreement shall survive the completion or termination of discussions or any transaction between the parties to the extent necessary to give effect to such obligations and rights.

Additional Terms or Comments (if any):

Discloser Printed Name:

By:

Date:

Recipient Printed Name:

By:

Date:

What a Non-Reliance Agreement Is and When It Applies

A Non-Reliance Agreement is a contractual statement in which one or more parties expressly confirm they will not rely on certain representations, statements, or documents when making a decision or entering a transaction. It typically appears in due diligence, negotiations, and transaction previews to limit reliance on preliminary data, forward-looking statements, or third-party information. The agreement clarifies allocation of risk, preserves defenses, and narrows remedies if a party later alleges misrepresentation. Use clear scope language and defined documents to avoid ambiguity about which communications are excluded from reliance.

Why a Non-Reliance Agreement Matters

A Non-Reliance Agreement reduces post-transaction disputes by documenting that parties did not base decisions on preliminary statements or materials, preserving negotiation candor and limiting liability exposure under contract and tort theories.

Who Typically Prepares and Signs These Agreements

Common users include deal teams, outside counsel, investors, and counterparties who exchange preliminary information during negotiations.

Investment teams and investors reviewing diligence materials during a financing or acquisition
Corporate counsel drafting carve-outs and protecting clients during negotiations
Counterparties providing preliminary disclosures while limiting downstream liability

Identifying the right signers and decision makers up front helps avoid later challenges about authority or intent.

Representative Signer Roles

General Counsel

General counsel or outside counsel typically drafts the Non-Reliance Agreement language, negotiates scope and carve-outs, and confirms that representations intended to be relied upon are clearly identified elsewhere in the definitive agreement.

Chief Financial Officer

The CFO or finance lead reviews factual schedules and financial disclosures to ensure the non-reliance carve-out does not unintentionally exclude reliance on material financial statements necessary for regulatory or tax compliance.

Common Preparation Pitfalls to Avoid

Overbroad language that unintentionally disclaims reliance on express warranties or contract terms later incorporated into the definitive agreement.
Failing to define the specific documents, data rooms, or time periods covered by the non-reliance clause, creating ambiguity in enforcement.
Omitting signature authority checks, which can allow a signer to claim lack of capacity or lack of assent.
Neglecting to reconcile non-reliance language with disclosure schedules and integration clauses in the final contract.

Step-by-Step: Completing a Non-Reliance Agreement

Follow a clear sequence to prepare, review, and execute a enforceable Non-Reliance Agreement.

01

Draft Scope: Identify precise documents and timeframes excluded from reliance.
02

Coordinate with Counsel: Confirm carve-outs do not conflict with warranties.
03

Verify Signers: Confirm authority and capacities to sign.
04

Execute and Retain: Sign, date, and store the executed copy securely.

How to Configure an Online Signing Workflow

Set up routing, authentication, and retention settings before sending to ensure a compliant execution record.

Field	Configuration
Signature Type	Electronic signature with audit trail
Authentication	Email plus optional SMS code
Retention Setting	Store signed PDF for minimum retention period
Routing Order	Sequential or parallel as required by negotiation

Typical eSigning Flow for a Non-Reliance Agreement

A reliable online workflow captures signature intent, identity evidence, and an immutable audit trail.

Upload Document: Upload the finalized agreement file to the eSignature platform.
Place Fields: Add signature, name, title, and date fields for each signer.
Authenticate: Use email link, SMS code, or stronger methods for signer verification.
Complete: Signer signs, receives a copy, and the system stores the audit trail.

Technical Considerations for Digital Execution

Ensure your platform supports audit trails, secure storage, and the authentication level required by the transaction.

File Formats: PDF and DOCX supported
Integrations: CRM and cloud storage links
Authentication: Email, SMS, KBA options

Timing and Deadlines to Watch

Non-Reliance Agreements often interact with diligence schedules and contract review deadlines; align execution timing with those milestones.

Execution Before Close:

Sign before any definitive agreement to document reliance allocation.

Diligence Window:

Tie the scope to a specific diligence period or cutoff date.

Statute of Limitations:

Effective dates affect limitation periods for related claims.

Document Retention:

Keep executed copies per retention rules below.

Response Windows:

Allow reasonable time for counterparty review and counsel input.

Key Risks and Consequences of an Incorrect Agreement

Contractual Liability: Incorrect carve-outs can expand obligations

Unenforceability: Overbroad disclaimers may be voided

Regulatory Exposure: Financial or healthcare reliance issues can trigger audits

Reputational Risk: Disputes can harm business relationships

Litigation Costs: Ambiguity increases counsel and court expenses

Tax Consequences: Misstatements may trigger withholding or penalties

Security and Compliance Requirements

Encryption: TLS 1.2/1.3 in transit

Data at Rest: AES-256 encrypted storage

Audit Trail: Timestamp, IP, and action logs

Regulatory Standards: ESIGN and UETA compliance

Healthcare: HIPAA support with BAA

Certifications: SOC 2 Type II and ISO 27001

Core Clauses to Include in a Professional Non-Reliance Agreement

A clear, well-structured agreement reduces litigation risk and preserves negotiation flexibility; include the clauses below as a foundation.

Recitals

Explain the context and identify whether the agreement is standalone or part of a broader transaction; set the factual background and reference the documents at issue.

Definitions

Define terms such as "Materials," "Representations," and "Disclosure Documents" so the scope of non-reliance is precise and enforceable.

Non-Reliance Clause

State that the recipient will not rely on specified statements or materials, and expressly identify which communications remain binding, if any.

Exceptions

List explicit exceptions where reliance is permitted, such as signed financial statements or representations in a definitive agreement.

Remedies and Limitation

Specify available remedies for breach, disclaim consequential damages if appropriate, and confirm that other contractual clauses control when inconsistent.

Governing Law

Identify the governing state law and dispute resolution mechanism to reduce ambiguity about enforcement and venue.

Sample eSignature Pricing and Feature Comparison for Executing a Non-Reliance Agreement

Choose a platform that meets security, audit trail, and retention needs; the table summarizes starting prices and common feature availability among leading providers.

	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	Yes — 7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA)	Yes (BAA)	Yes (BAA)	No	No

Real-World Examples of Online Agreement Execution

Practical examples illustrate how teams manage negotiation risk and capture signed records electronically.

Optica Ventures — Simpler Signatures

Optica Ventures needed a simple signing workflow for investor paperwork.

The platform reduced friction for counterparties.
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." — Brian Fitzgibbons, COO, Optica Ventures LLC

Martin Properties — Compliance On Mobile

A real estate operator wanted compliant, mobile signing for closing-related documents.

Executions increased while in-person meetings declined.
"I can process and execute all of these documents online with 100% compliance and built-in security." — Tim Martin, Founder, Martin Properties

Frequently Asked Questions and Common Troubleshooting

Answers to common practical and legal questions about preparing, signing, and enforcing Non-Reliance Agreements.

Need help? Contact support

Is an electronic Non-Reliance Agreement enforceable?
Yes. Electronic signatures and records are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96, 2000) and state UETA laws adopted by most states, provided intent, consent, attribution, and retention are satisfied.
Do consumer disclosures matter here?
If the agreement affects consumer-facing financial or healthcare rights, provide ESIGN-required consumer disclosures and obtain consent to electronic records pursuant to 15 U.S.C. §7001(c).
When should I notarize a Non-Reliance Agreement?
Notarization is rarely required for a standard Non-Reliance Agreement. Consider notarization when state law or related instruments (deeds, wills, POAs) require it or when enhanced attestation benefits enforcement.
What authentication level is appropriate?
Use email-plus-code for most commercial transactions; choose stronger methods (ID verification, KBA) for high-value deals or when regulatory standards demand higher assurance.
How do I fix a signed agreement with errors?
If minor, execute an addendum or corrected counterpart signed by all parties. For material errors, consider re-execution or a mutual ratification clause to avoid later disputes.
How long must I keep the executed copy?
Retain according to the contract term plus applicable retention rules: at least 3 years for general records, 6 years for HIPAA, and longer where state law or tax rules require it.

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