Non Reliance Letter Hold Harmless Letter Template for Canada

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Key Requirements PROMPT example:

Non Reliance Letter Hold Harmless Letter

"I need a Non Reliance Letter Hold Harmless Letter for my investment firm providing financial projections to a potential investor, with specific emphasis on disclaiming responsibility for future performance predictions and protecting our analysts from any claims based on these projections."

Document background
The Non-Reliance Letter Hold Harmless Letter is a critical risk management tool in Canadian business transactions, particularly relevant when sharing sensitive information or making representations during business dealings. This document type serves two main purposes: first, it establishes that the recipient is not relying on specific information or representations provided, and second, it includes provisions to hold the provider harmless from claims related to that information. The document is commonly used in due diligence processes, business sales, investment transactions, and advisory relationships where information sharing carries potential liability risks. Operating under Canadian federal and provincial law, including securities regulations where applicable, it provides important protection for information providers while ensuring recipients acknowledge their independent decision-making responsibility. The document's dual nature as both a non-reliance acknowledgment and a hold harmless agreement makes it particularly valuable in complex business transactions where clarity about information reliance and liability allocation is crucial.
Suggested Sections

1. Letter Header and Date: Formal business letter header including sender's details, recipient's details, and date

2. Salutation and Introduction: Formal greeting and brief introduction of the purpose of the letter

3. Transaction or Relationship Context: Description of the relevant transaction, relationship, or circumstances giving rise to the letter

4. Information or Representations Referenced: Clear identification of the information, representations, or materials that are subject to the non-reliance acknowledgment

5. Non-Reliance Declaration: Express acknowledgment that the recipient is not relying on any representations, information, or materials provided

6. Independent Assessment Declaration: Confirmation that the recipient has made their own independent assessment and decisions

7. Hold Harmless Provisions: Specific provisions detailing the scope of the hold harmless commitment and indemnification

8. Governing Law: Statement of applicable law and jurisdiction

9. Signature Block: Space for signatures, names, and titles of authorized representatives

Optional Sections

1. Survival of Obligations: Used when there's a need to specify that the non-reliance and hold harmless obligations survive the completion of the related transaction

2. Confidentiality Clause: Include when the letter relates to confidential information or when confidentiality obligations need to be addressed

3. Third Party Rights: Added when the non-reliance and hold harmless provisions need to extend to related third parties

4. Specific Exclusions: Used when certain representations or information need to be specifically excluded from the non-reliance provisions

5. Duration: Include when the non-reliance and hold harmless provisions need to be time-limited

6. Severability: Added when there's a need to ensure the remainder of the letter remains valid if any provision is found unenforceable

Suggested Schedules

1. Schedule A - Referenced Information: Detailed list or description of specific information, documents, or representations being disclaimed

2. Schedule B - Related Parties: List of additional parties covered by the hold harmless provisions, if applicable

3. Schedule C - Specific Transactions: Details of specific transactions or dealings covered by the letter, if multiple matters are involved

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Financial Services

Real Estate

Professional Services

Investment Banking

Private Equity

Mergers & Acquisitions

Commercial Property

Business Consulting

Corporate Advisory

Investment Management

Technology

Healthcare

Manufacturing

Relevant Teams

Legal

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Investment

Due Diligence

Business Development

Executive Leadership

Corporate Governance

Advisory Services

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Investment Manager

Corporate Lawyer

Business Development Director

Risk Manager

Compliance Officer

Due Diligence Manager

Transaction Advisory Partner

Investment Banker

Real Estate Developer

Private Equity Manager

Business Owner

Corporate Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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