Non Reliance Letter for Mergers and Acquisitions (M&A) Transaction

Wiave reliance in transactions easily

This Non-Reliance Letter for mergers and acquisitions (M&A) Transaction template is designed specifically for use in mergers and acquisitions (M&A) transactions, providing comprehensive protection for both parties involved. The legal letter serves to clarify that the buyer must not rely on any documents, statements, or information provided by the seller during the due diligence process, and must perform their own independent verification.

In an M&A transaction, this non-reliance letter is crucial to ensure that the buyer cannot claim damages or seek to rescind the deal based on any inaccuracies or omissions in the documents reviewed during due diligence. The letter explicitly defines that the buyer’s waiver on the provided materials is at their own risk, and the seller makes no representations or warranties about the completeness or accuracy of the information.

This template includes detailed clauses such as the non-reliance letter due diligence provision, addressing both parties’ responsibilities in the due diligence process. It also covers terminology, ensuring clarity around the buyer’s responsibility to verify all information. While the letter outlines the non-reliance agreement, it ensures that any necessary disclosures are made and that confidentiality and limitations on liability are clearly defined.

If you are involved in an M&A transaction and are seeking a clear, legally sound way to protect your interests during the due diligence process, this non-reliance letter template is an essential tool. It offers an easy-to-use, customisable framework to establish a clear understanding of the parties’ obligations and risks.

Whether you’re a buyer or a seller, using this letter due diligence template can help avoid potential disputes by formalising the non-reliance agreement in writing. By incorporating this into your M&A documentation, you ensure that all parties are on the same page and legally protected.