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
3 risks identifiedImportant 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
ChecklistDoes 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
ActionableMove 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
1 questionsWhat is a non-reliance clause?
It is a clause saying the parties are relying only on the written contract, not outside statements.
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