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Hi and welcome to JA. Ray here to help you today.
Non-Reliance clauses are language in a contract where one (or more) of the parties affirms that in making their decision to enter into the contract, they’re relying exclusively on what’s written on the paper in the contract, and nothing else.
The purpose of the language is to cut off claims and suits. These are usually the kind that involve a lot of “he said, she said” About what one side said they’d do, or wouldn’t do, but what they’re alleged to have said didn’t make it into the contract. It’s a situation that comes up most often in misrepresentation claims. Judges have long enforced non-reliance clauses to nip misrepresentations claims in the bud and early in a case. But that’s usually been in securities fraud cases. Recently judges have expanded non-reliance clause enforcement far beyond securities cases, such as in design and construction industries.
Overall they can be a great way to try and limit liability to the document itself and no oral terms beyond the document itself.
.1. Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.
Something like this you can also include mediation of any disputes concerning the contract and what states law applies to the contract.
More about the subject here.
Thanks again for the chance to follow up.
A good list of killer clauses here