The Non-Reliance Clause: What It Means and How to Negotiate It (2026)

What is a non-reliance clause? A non-reliance clause is a contract term in which each party confirms it has not relied on any statement, representation or assurance made outside the written contract. Its main job is to close off misrepresentation claims based on things said during negotiations, such as emails, pitch decks, calls or casual promises that never made it into the final document. It is easy to confuse with an entire agreement clause, and the two are usually found side by side, but they do different work. An entire agreement clause says the written contract is the complete agreement, which stops a party arguing that a pre-contract statement became an additional term or a side agreement. It addresses terms. A non-reliance clause addresses reliance, which is the key ingredient of a misrepresentation claim. This distinction matters because courts have repeatedly held that an entire agreement clause, on its own, does not usually exclude liability for misrepresentation. If you want to shut down "but you told me X before we signed" arguments, you generally need express non-reliance wording. This article is general guidance, not legal advice. How these clauses are read depends heavily on the governing law, so have a qualified lawyer review one before you rely on it. ## How a non-reliance clause works A non-reliance clause usually operates through what English law calls contractual estoppel. Both parties have agreed in writing that they did not rely on anything outside the contract, so neither is later allowed to assert the opposite. The agreed position becomes the position, whatever actually happened in the room. Because a non-reliance clause works to exclude or limit liability, courts tend to construe it strictly and look for clear words. A vague or buried statement may not do the job. The Court of Appeal in Axa Sun Life Services v Campbell Martin is often cited for the point that an exclusion of liability for misrepresentation must be clearly stated, typically through express no-reliance wording or specific waivers. The safest clauses say plainly that each party has not relied on any representation not set out in the contract, and that its only remedies are for breach of the contract terms themselves. ## Sample wording ```

NON-RELIANCE 1. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. 2. Each party agrees that its only remedies for any statement set out in this Agreement are for breach of contract, and it has no claim in misrepresentation (whether for rescission or damages) in respect of any such statement. 3. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

- the clause to confirm that contract damages are the only remedy, removing rescission for misrepresentation;
- the entire agreement and non-reliance statements to work together. **The party that received the assurances (often the buyer or customer) usually wants:** - to narrow the clause so that it does not sign away reliance on key facts it actually cared about;
- to pull the statements it really relied on into the contract as express warranties, so they survive the clause;
- a solid fraud carve-out, and sometimes a carve-out for specified representations listed in a schedule. The practical lesson for the receiving party is simple. If a statement matters to your decision to sign, do not leave it in an email and trust that you can sue on it later. Put it in the contract as a warranty. A non-reliance clause is designed precisely to stop claims on everything you did not. ## A note on jurisdiction These clauses are read differently from place to place. Much of the leading guidance is English law, where reasonableness controls such as the Misrepresentation Act, 1967 and the Unfair Contract Terms Act, 1977 can affect whether a non-reliance clause holds up, especially against a consumer or weaker party. In India the position is governed by the Indian Contract Act, 1872, where consent obtained by misrepresentation or fraud can make a contract voidable, and parties cannot contract out of fraud. In the United States the approach varies by state. Because the effect of a non-reliance clause varies by jurisdiction, treat the wording as something to test against the governing law rather than a universal shield. ## Where one contract workspace helps A non-reliance clause only protects you if the assurances that truly mattered moved from the negotiation into the signed warranties. Keeping track of what was promised, deciding what must become a warranty, reviewing how the non-reliance wording interacts with those warranties, and governing that across drafts is easier when a contract is modelled as linked clauses rather than flat text. [Adira](https://adiralaw.com) is one AI workspace that holds the drafting, review and tracking of a deal in a single place. The explanation above is enough to negotiate the clause on its own; a workspace just makes the gap between what was promised and what was signed easier to spot.