The Non-Reliance Clause Trap: Why Your Side Conversations Don’t Count

Sales calls, pitch decks, and emails often include promises that never make it into the final contract. A non-reliance clause is designed to erase those statements by saying neither party relied on anything outside the four corners of the agreement. If the term isn’t in the document, it may as well not exist.

What a Non-Reliance Clause Says

Typically: each party acknowledges it is not relying on any representation or warranty except those expressly set forth in the agreement. Combined with a merger/integration clause, this can shut down claims based on sales talk, emails, or prior drafts.

Why This Clause Is So Powerful

• Deletes the Pitch: Side promises vanish unless written in the contract.
• Blocks Fraud-by-Omission Theories: Some courts treat clear non-reliance language as fatal to reasonable-reliance elements.
• Shifts Leverage: Disputes become pure contract cases—no broad discovery into negotiations.

Common Pain Points

• Performance Metrics: “We’ll prioritize your tickets.” Not in writing? Likely gone.
• Pricing/Discounts: “We’ll match competitor pricing.” If it didn’t make the contract, it’s out.
• Build-Outs & TI: Landlord verbal commitments evaporate without a written rider.

Where Non-Reliance Clauses Hit Hard

• Commercial leases and LOIs evolving into definitive agreements
• SaaS/MSA deals after rosy sales demos
• Asset purchase/stock purchase agreements (reps & warranties tightly cabined)

How to Protect Yourself

• Put It in the Paper: If a promise matters, insist it appears as an express term.
• Add Specific Reliance Statements: Include language that you are relying on identified disclosures, decks, or due-diligence materials.
• Carve-Out for Fraud: Reserve claims for intentional misrepresentation and concealment.
• Attach Exhibits: Incorporate the sales deck/spec sheet as an exhibit referenced in the agreement.

Bottom Line

If it isn’t written, assume it won’t be enforced. At JDE Law Firm, PLLC, I help clients convert sales promises into enforceable contract terms—and defend against overreaching non-reliance language when it goes too far.

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