Estoppel Agreement Sample

An estoppel agreement, also known as a non-reliance agreement, is a contractual document utilized in a variety of business scenarios, including real estate transactions, mergers and acquisitions, and intellectual property licensing agreements. Its purpose is to prevent one party from making certain claims or representations by affirming that they will not rely on any prior statements or conduct of the other party in the future.

If you’re looking for a sample estoppel agreement, there are several resources available online that can help guide you in drafting a document that meets your specific needs. However, it’s important to note that these sample agreements are intended as a general starting point and may need to be customized to fit your unique circumstances. It’s always advisable to seek the advice of legal counsel before finalizing any legally binding contracts.

One example of an estoppel agreement is a document that is commonly used in real estate transactions. When a buyer is considering purchasing a property, they may want to verify certain information about the property, such as the status of any liens or encumbrances on the property, the amount of rent being charged to tenants, or any disputes or pending litigation related to the property. The seller may have provided this information to the buyer in the form of a disclosure statement or other written documentation.

However, even if the seller has provided this information in good faith, the buyer may still want additional assurances that they will not be held liable for any issues or problems that arise in the future. In this case, the seller may be asked to sign an estoppel agreement that affirms that the information provided is accurate and complete, and that the buyer can rely on this information going forward.

Other examples of situations where an estoppel agreement may be used include:

– Mergers and acquisitions: In this scenario, the buyer may want assurances that the seller has not made any undisclosed material misrepresentations or omitted any material information that could affect the value of the business. The seller may be asked to sign an estoppel agreement to confirm that all material information has been disclosed and that the buyer can rely on this information going forward.

– Licensing agreements: In this scenario, a licensor may want assurances that the licensee will not make any claims about the licensed intellectual property that are inconsistent with the terms of the license agreement. The licensee may be asked to sign an estoppel agreement that affirms that they will not make any such claims in the future.

In all of these scenarios, an estoppel agreement can provide valuable protections for both parties by affirming that certain information has been provided or certain claims will not be made in the future. By using a sample estoppel agreement as a starting point, you can draft a document that meets your specific needs and provides the necessary protections for your business.