The Non-Reliance Letter Due Diligence Report is a critical document in Canadian business transactions, particularly in mergers, acquisitions, and significant investment decisions. It is used when a professional services firm or due diligence provider needs to restrict the distribution and reliance on their findings to specific parties. The letter acknowledges that while the original due diligence report was prepared for a specific client and purpose, other parties may seek to rely on or access this information. Under Canadian law, this document helps manage professional liability while ensuring compliance with securities regulations and professional standards. It typically includes specific references to applicable Canadian legislation, professional standards, and regulatory requirements, and is particularly important in transactions involving public companies or regulated industries.
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1. Letterhead and Date: Professional letterhead of the issuing firm and current date
2. Recipient Details: Full name and address of the recipient organization and specific contact person
3. Report Reference: Clear identification of the specific due diligence report(s) being referenced, including title, date, and any reference numbers
4. Purpose Statement: Clear statement of the letter's purpose and context of the due diligence report
5. Scope of Work: Description of the scope and limitations of the due diligence review conducted
6. Non-Reliance Declaration: Express statement that no reliance should be placed on the report by any party other than the original intended recipient
7. Disclaimer of Liability: Explicit disclaimers regarding liability to third parties
8. Use Restrictions: Limitations on how the report may be used or distributed
9. Closing and Signature: Professional closing, signature block, and professional designations
1. Specific Qualifications: Additional section detailing specific qualifications or limitations when the due diligence involves specialized technical or industry-specific matters
2. Third Party Information: Section addressing any third-party information relied upon in the report when applicable
3. Jurisdictional Limitations: Section specifying jurisdictional limitations when the report covers multiple jurisdictions or cross-border matters
4. Confidentiality Requirements: Additional confidentiality provisions when dealing with particularly sensitive information
5. Update Provisions: Section addressing any provisions for updates or subsequent reviews when the due diligence is part of an ongoing process
1. Schedule A - Report Details: Detailed list of all reports and documents covered by the non-reliance letter
2. Schedule B - Recipient List: List of authorized recipients and their permitted use of the report, if multiple parties are involved
3. Appendix 1 - Assumptions and Qualifications: Comprehensive list of all assumptions made and qualifications to the review
4. Appendix 2 - Scope Limitations: Detailed outline of specific limitations to the scope of review
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