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Advice of counsel clause: Copy, customize, and use instantly

Introduction

An advice of counsel clause confirms that all parties have had the opportunity to consult with independent legal counsel regarding the terms of the agreement. This clause ensures that the parties fully understand their rights, obligations, and the implications of the agreement, reducing the risk of disputes or claims of unfairness.

Below are templates for advice of counsel clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Mutual acknowledgment of counsel clause

This variation applies when both parties acknowledge they consulted counsel.

Each party acknowledges and agrees that they have had the opportunity to seek independent legal advice from counsel of their choice regarding the terms and conditions of this Agreement. Each party further confirms that they understand the provisions and are entering into this Agreement voluntarily and with full awareness of its implications.

Waiver of counsel clause

This variation applies when a party waives the right to consult counsel.

The undersigned party acknowledges that they have been advised of their right to consult independent legal counsel regarding this Agreement. By signing below, the undersigned voluntarily waives that right and confirms their understanding of the terms contained herein.

Counsel review required clause

This variation applies when the agreement mandates legal review before execution.

The parties agree that this Agreement shall not become binding until each party’s legal counsel has reviewed and approved the terms. Each party shall bear their own legal fees associated with this review.

Representation of independent counsel clause

This variation applies when parties confirm independent representation.

Each party represents and warrants that they have been represented by independent legal counsel in the negotiation, drafting, and execution of this Agreement. Each party further acknowledges that their counsel has explained the terms and implications of this Agreement to their satisfaction.

No reliance on opposing counsel clause

This variation applies when one party acknowledges they are not relying on the other party’s counsel.

The undersigned party acknowledges that they have not relied upon the other party’s legal counsel for advice or representation regarding this Agreement. Each party is solely responsible for obtaining their own independent legal counsel.

This variation applies when parties confirm they received legal advice.

The parties confirm that they have each received legal advice from independent counsel regarding the negotiation and execution of this Agreement. Each party further acknowledges that they have understood and agreed to the terms without any coercion or undue influence.

Pre-agreement consultation of counsel clause

This variation applies when counsel consultation is required before signing.

Each party acknowledges that they have consulted with independent legal counsel prior to executing this Agreement. The consultation was intended to ensure that each party fully understands their rights, obligations, and liabilities under this Agreement.

This variation applies when parties voluntarily execute after seeking counsel.

The parties acknowledge that they have each sought and obtained legal advice before entering into this Agreement. By executing this document, each party confirms that they are doing so voluntarily, without reliance on representations or assurances outside the terms stated herein.

This variation excludes implied reliance on legal advice not explicitly stated.

Each party acknowledges that no implied reliance has been placed on legal advice or representations not explicitly provided or referenced in this Agreement. Any party requiring clarification has been encouraged to consult their independent legal counsel.

Counsel waiver acknowledgment clause

This variation confirms that a party waives legal consultation after acknowledgment.

The undersigned party acknowledges that they have been encouraged to seek independent legal counsel but have chosen to waive that opportunity. By signing this Agreement, the party confirms that they understand and accept the terms without external legal advice.

Counsel consultation encouraged clause

This variation applies when parties are encouraged to consult counsel before signing.

The parties acknowledge that they have been advised and encouraged to seek independent legal counsel before entering into this Agreement. Failure to do so is a voluntary decision and does not affect the enforceability of this Agreement.

Joint negotiation with counsel clause

This variation applies when both parties jointly negotiated with their respective counsel.

The parties represent that this Agreement was negotiated jointly with the assistance of their respective legal counsel. Each party acknowledges that they understand the terms and are entering into this Agreement with full knowledge of their rights and obligations.

This variation clarifies that no party is obligated to provide legal advice to the other.

Each party acknowledges that they are solely responsible for seeking legal advice regarding this Agreement and that no obligation exists for one party to provide or ensure access to legal counsel for the other.

Confirmation of understanding clause

This variation applies when parties confirm full understanding of the terms.

Each party confirms that they fully understand the terms and conditions of this Agreement, having consulted with independent legal counsel or having chosen to proceed without such consultation.

This variation applies to amendments requiring legal consultation.

The parties agree that any amendments to this Agreement must be reviewed and approved by their respective legal counsel to ensure that all parties fully understand and agree to the revised terms.

Counsel involvement in dispute resolution clause

This variation applies when disputes require legal counsel representation.

In the event of a dispute arising from this Agreement, the parties agree that legal counsel for each party shall participate in any mediation or negotiation processes to ensure informed decision-making.

No fiduciary relationship created clause

This variation clarifies that no fiduciary relationship arises from the agreement.

The parties acknowledge that this Agreement does not create a fiduciary relationship and that each party has consulted with independent legal counsel to understand their respective rights and obligations.

This variation ensures legal consultation on confidentiality provisions.

Each party acknowledges that they have consulted with legal counsel to understand and agree to the confidentiality obligations outlined in this Agreement. This consultation ensures that the terms are clear and enforceable.

Independent interpretation clause

This variation emphasizes independent interpretation of terms.

Each party acknowledges that the terms of this Agreement have been interpreted independently by their respective legal counsel, and no ambiguities shall be construed against any party based on authorship.

Acknowledgment of fairness clause

This variation applies when parties confirm fairness after legal review.

The parties confirm that, after seeking legal counsel, they find the terms of this Agreement to be fair and equitable. No claims of unfairness shall be raised based on the terms as drafted.

Counsel review for liability limitation clause

This variation applies when liability limitations are specifically reviewed with counsel.

The parties acknowledge that they have reviewed the liability limitation provisions of this Agreement with their independent legal counsel. Each party understands and agrees to the extent and scope of liability as outlined herein.

Waiver of reliance on joint counsel clause

This variation applies when joint counsel representation is explicitly waived.

The parties acknowledge that they have not relied on any joint legal counsel in negotiating or drafting this Agreement. Each party represents that they have retained or had the opportunity to retain independent legal counsel.

Counsel consultation for indemnification clause

This variation applies to indemnification provisions requiring legal review.

The parties acknowledge that they have consulted with independent legal counsel regarding the indemnification obligations in this Agreement and fully understand the scope and implications of such obligations.

Representation of no undue influence clause

This variation applies when parties confirm no undue influence after counsel review.

The parties represent and warrant that they have consulted with independent legal counsel and are entering into this Agreement free from any coercion, undue influence, or misrepresentation by the other party.

Counsel review of governing law clause

This variation applies when the governing law clause is reviewed with counsel.

The parties confirm that they have consulted with independent legal counsel regarding the governing law and jurisdiction provisions of this Agreement. Each party understands the implications and agrees to the selected forum and laws.

No reliance on verbal representations clause

This variation clarifies reliance only on written terms after legal consultation.

The parties acknowledge that they have not relied on any verbal representations or assurances outside the terms of this Agreement and have confirmed the same through consultation with their respective legal counsel.

Counsel review for dispute resolution mechanisms clause

This variation applies to arbitration or mediation provisions requiring legal advice.

The parties confirm that they have reviewed and understood the dispute resolution mechanisms outlined in this Agreement, including arbitration or mediation, with their independent legal counsel.

Counsel assistance in negotiation clause

This variation applies when legal counsel is actively involved in negotiations.

The parties acknowledge that their respective legal counsel assisted in the negotiation and drafting of this Agreement. Each party agrees that the terms reflect mutual understanding and agreement without ambiguity.

This variation applies to legal review of termination rights.

The parties represent that they have reviewed the termination provisions of this Agreement with their legal counsel and fully understand the conditions under which the Agreement may be terminated.

This variation applies when parties waive claims arising from lack of legal advice.

The parties waive any claims against each other arising from the failure to seek independent legal advice before entering into this Agreement. Each party confirms that they had the opportunity to consult legal counsel but voluntarily chose their course of action.

This variation ensures understanding of confidentiality breach consequences.

The parties confirm that they have sought legal advice regarding the consequences of breaching the confidentiality provisions of this Agreement and agree to be bound by the specified remedies.

This variation applies when intellectual property clauses are reviewed with counsel.

The parties acknowledge that they have consulted with independent legal counsel regarding the intellectual property rights and obligations set forth in this Agreement. Each party confirms their understanding and acceptance of these terms.

This variation clarifies that no legal representation is implied by the Agreement.

The parties acknowledge that this Agreement does not create an implied obligation for any party to provide legal representation or advice to the other. Each party is solely responsible for seeking their own legal counsel.

Independent review of non-compete provisions clause

This variation ensures that non-compete clauses are reviewed by counsel.

The parties represent that they have independently reviewed the non-compete provisions of this Agreement with their legal counsel. Each party understands and agrees to the restrictions and their enforceability.

This variation applies when waivers in the agreement are reviewed with counsel.

The parties confirm that they have consulted with independent legal counsel regarding the waiver provisions in this Agreement. Each party understands and voluntarily agrees to the terms and implications of these waivers.

Counsel consultation for liquidated damages clause

This variation applies when liquidated damages clauses are specifically reviewed.

The parties acknowledge that they have consulted with legal counsel to review and understand the liquidated damages provision in this Agreement. Each party agrees that the specified damages are reasonable and enforceable.

This variation ensures understanding of force majeure provisions.

The parties confirm that they have sought legal advice regarding the force majeure clause in this Agreement. Each party understands the scope of events covered and their rights and obligations under such circumstances.

Acknowledgment of counsel review for restrictive covenants clause

This variation applies to non-solicitation or similar restrictive covenants.

The parties acknowledge that they have reviewed the restrictive covenants in this Agreement with their independent legal counsel. Each party confirms their understanding of the scope, duration, and enforceability of these covenants.

Counsel review for severability clause

This variation applies to clauses addressing severability in the agreement.

The parties confirm that they have consulted with independent legal counsel regarding the severability provisions of this Agreement. Each party understands how the Agreement will be enforced if specific terms are deemed invalid or unenforceable.

Counsel confirmation for representations and warranties clause

This variation applies when representations and warranties are reviewed.

The parties represent that they have reviewed the representations and warranties section of this Agreement with their legal counsel and confirm that all statements made are accurate and binding.

Independent advice on arbitration exclusivity clause

This variation applies when arbitration is the sole dispute resolution method.

The parties confirm that they have sought legal advice regarding the exclusivity of arbitration as the sole dispute resolution mechanism in this Agreement. Each party understands and agrees to this provision.

Counsel review for assignment rights clause

This variation applies to clauses allowing or restricting assignment.

The parties acknowledge that they have reviewed the assignment rights and restrictions in this Agreement with their respective legal counsel. Each party agrees to comply with the terms governing assignments.

This variation ensures understanding of confidentiality exceptions.

The parties confirm that they have consulted with legal counsel regarding the carve-out provisions within the confidentiality clause. Each party understands and agrees to the circumstances under which confidential information may be disclosed.

This variation applies to multi-step dispute resolution processes.

The parties acknowledge that they have reviewed the dispute escalation process outlined in this Agreement with their independent legal counsel. Each party understands the steps and agrees to comply with the outlined process.

Independent review of indemnity scope clause

This variation applies to the scope of indemnification obligations.

The parties represent that they have sought legal advice to understand the scope of indemnity obligations in this Agreement. Each party confirms that they understand and accept their responsibilities and liabilities under this provision.

Counsel consultation for intellectual property indemnity clause

This variation applies when indemnification for IP violations is reviewed.

The parties acknowledge that they have reviewed the intellectual property indemnity clause with their legal counsel and fully understand the obligations, remedies, and limitations set forth in this Agreement.

Confirmation of counsel review for non-disparagement clause

This variation applies to clauses restricting disparagement of parties.

The parties confirm that they have consulted with independent legal counsel regarding the non-disparagement provisions in this Agreement. Each party agrees to comply with these terms and understands the consequences of any breach.

Counsel review for governing language clause

This variation applies when agreements specify a controlling language.

The parties acknowledge that they have reviewed the governing language provision of this Agreement with legal counsel and confirm their understanding and agreement to the selected language as the controlling version.

This variation applies to provisions granting exclusivity in a relationship.

The parties confirm that they have sought independent legal advice regarding the exclusivity provisions in this Agreement. Each party understands the restrictions and their implications on future transactions.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

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