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Ray, Employment lawyer
Category: Employment Law
Satisfied Customers: 42303
Experience:  30 years in Employment law
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What is reliance killer clauses? explain in detail and under

Customer Question

what is reliance killer clauses? explain in detail and under what circumstances will it work?
Submitted: 1 year ago.
Category: Employment Law
Expert:  Ray replied 1 year ago.

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.

Customer: replied 1 year ago.
No,I mean what is reliance killer clauses, not non-reliance clauses.
Expert:  Ray replied 1 year ago.

.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.