No recourse clause: Copy, customize, and use instantly
Introduction
A no recourse clause ensures that one party will not be held liable for any claims or legal actions arising from the agreement or transaction. This clause is often used to limit liability and prevent one party from seeking compensation or holding the other party responsible for certain risks or actions, protecting the non-liable party from future claims.
Below are templates for no recourse clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
No recourse clause for third-party claims
This variation applies when a party seeks to prevent third-party claims.
The parties agree that, in the event of any dispute, claim, or legal action arising from this agreement, there shall be no recourse against [Party A] by [Party B] or any third parties. [Party A] will not be held liable for any damages, losses, or expenses incurred by [Party B] or any third party in relation to this agreement.
No recourse clause for debt obligations
This variation applies when protecting the non-liable party from debt obligations.
No recourse shall be available to the lender, its affiliates, or any third party against [Party A] for any failure to meet the debt obligations under this agreement. The lender acknowledges that it shall have no claim against [Party A] beyond the specified debt repayment terms.
No recourse clause in an acquisition agreement
This variation applies in the context of an acquisition or merger.
In the event of an acquisition or merger, there shall be no recourse against the seller for any liabilities or claims arising after the closing of the transaction, except for those specified in this agreement. [Party A] agrees not to pursue any claims against the seller for any issues that may arise post-transaction.
No recourse clause in a loan agreement
This variation applies in the context of a loan agreement to limit liability.
No recourse shall be available to the borrower against the lender for any actions or omissions in connection with the loan agreement, except as expressly set forth in this agreement. The borrower agrees that it will not seek damages, losses, or any form of compensation beyond the loan amount provided.
No recourse clause for guarantees
This variation applies when limiting liability related to guarantees.
The guarantor agrees that there shall be no recourse to the guarantor for any failure by the principal party to fulfill the obligations under this agreement. The guarantor's liability is limited to the obligations outlined in this agreement, and no additional claims shall be permitted.
No recourse clause for non-performance
This variation applies when limiting liability for non-performance or delay.
In the event of non-performance or delay by [Party A], there shall be no recourse against [Party B] for any damages or losses incurred as a result. [Party A] acknowledges that no claim can be made against [Party B] for failure to perform or deliver on the agreed terms.
No recourse clause for intellectual property
This variation applies when no recourse is available for intellectual property issues.
No recourse shall be available to [Party A] for any claims, disputes, or infringements related to intellectual property under this agreement. [Party B] agrees to assume full responsibility for any intellectual property issues arising from this agreement, and no claims shall be made against [Party A].
No recourse clause for actions outside of contract scope
This variation applies when limiting recourse for actions beyond the contract's scope.
No recourse shall be available for any actions or claims arising outside the scope of this agreement. The parties agree that they will not hold each other liable for actions, events, or circumstances not expressly covered under the terms and provisions of this contract.
No recourse clause in construction agreements
This variation applies in construction contracts to limit liability.
No recourse shall be available against the contractor for any claims arising from issues not directly related to the work performed under this agreement. The contractor is not liable for damages or disputes resulting from external factors beyond their control, including delays caused by weather, permits, or other third-party actions.
No recourse clause for financial losses
This variation applies to protect one party from financial losses.
No recourse shall be available to either party for financial losses incurred beyond the agreed-upon terms outlined in this agreement. Each party agrees that they will not seek compensation for any indirect, incidental, or consequential losses resulting from the performance or non-performance of this agreement.
No recourse clause for non-disclosure
This variation applies when preventing recourse related to non-disclosure violations.
No recourse shall be available against [Party A] for any damages or losses resulting from the breach of confidentiality or non-disclosure obligations, except as provided in this agreement. [Party A] agrees to limit liability to the agreed penalties in the event of a confidentiality breach.
No recourse clause for product defects
This variation applies when limiting recourse for product defects.
No recourse shall be available to the buyer for defects in the product after delivery, except as specified in the warranty terms. [Party A] will not be held liable for any claims or damages arising from defects in the product that fall outside the agreed warranty period.
No recourse clause for changes in market conditions
This variation applies when limiting recourse due to external market changes.
No recourse shall be available for changes in market conditions or external economic factors that impact the performance or obligations under this agreement. Both parties acknowledge that any such changes are outside the scope of this agreement and do not constitute grounds for a claim against either party.
No recourse clause for external legal changes
This variation applies when limiting recourse due to changes in laws or regulations.
No recourse shall be available for any changes in laws, regulations, or government policies that affect the execution of this agreement. Both parties agree to bear the risk of any legal or regulatory changes and will not seek damages or compensation for their impact.
No recourse clause for investments
This variation applies when limiting recourse for investments in a partnership.
No recourse shall be available to the investor for any losses incurred as a result of the investment made under this agreement, except in cases of fraud or gross misconduct by the managing party. The investor acknowledges the risk of the investment and agrees not to seek compensation beyond the agreed terms.
No recourse clause in insurance agreements
This variation applies in insurance agreements to limit liability.
No recourse shall be available for any claims, damages, or losses beyond the scope of coverage provided under this insurance agreement. The insurer will not be held liable for damages that exceed the limits outlined in the policy or for exclusions specified in the terms of coverage.
No recourse clause for termination of agreement
This variation applies when limiting recourse for termination.
No recourse shall be available upon termination of this agreement, except for any outstanding financial obligations or breaches that occurred prior to termination. Both parties agree that termination, whether for convenience or breach, does not entitle either party to any further claims or compensation.
No recourse clause for subcontractors
This variation applies when limiting recourse for subcontractor actions.
No recourse shall be available to the contractor for any claims arising from the actions or omissions of subcontractors working under this agreement. The contractor is responsible for ensuring subcontractors adhere to the terms, but will not be liable for claims beyond the subcontractor's direct performance.
No recourse clause for force majeure events
This variation applies when limiting recourse for force majeure events.
No recourse shall be available for any delays, failures, or damages arising from force majeure events, including natural disasters, strikes, or other events outside the control of the parties. Both parties agree that such events will not constitute a breach of contract or grounds for seeking damages or compensation.
No recourse clause for third-party payments
This variation applies when no recourse is available for third-party payments.
No recourse shall be available for payments made to third parties under this agreement. The paying party agrees not to seek reimbursement or compensation for any payments made to third parties in the course of fulfilling the obligations under this agreement.
No recourse clause for actions of agents
This variation applies when actions of agents are excluded from recourse.
No recourse shall be available against [Party A] for any actions, omissions, or errors made by agents, representatives, or subcontractors engaged by [Party A] under this agreement. [Party B] acknowledges that responsibility for these actions lies solely with the party that engaged them.
No recourse clause for unforeseen events
This variation applies when unforeseen events are excluded from recourse.
No recourse shall be available for any damages or losses resulting from unforeseen events or circumstances outside the reasonable control of either party, including but not limited to force majeure events, changes in law, or acts of government, which affect the performance of obligations under this agreement.
No recourse clause for completed work
This variation applies when recourse is excluded after work completion.
No recourse shall be available against [Party A] after the completion of the work, provided the work is completed in accordance with the specifications outlined in this agreement. [Party B] agrees that once the work is delivered and accepted, no further claims or requests for compensation will be allowed.
No recourse clause for third-party service providers
This variation applies when third-party service providers are excluded from recourse.
No recourse shall be available against [Party A] for any failure or issue arising from the performance or non-performance of third-party service providers engaged in relation to this agreement. [Party B] acknowledges that it is responsible for any claims arising from these third parties.
No recourse clause for property damage
This variation applies to property damage exclusions.
No recourse shall be available for any property damage or loss sustained during the performance of the obligations under this agreement, except for damages resulting from gross negligence or willful misconduct. [Party B] agrees to waive any claim for property damage unless it meets the criteria outlined in this clause.
No recourse clause for underperformance
This variation applies to exclusions for underperformance.
No recourse shall be available for underperformance or delays under this agreement unless the underperformance is caused by fraud or intentional misconduct. [Party A] will not be liable for failure to meet performance metrics or deliverables as long as efforts were made in good faith to comply with the agreed terms.
No recourse clause for personal injuries
This variation applies to personal injury exclusions.
No recourse shall be available for any personal injuries sustained by either party during the execution of this agreement, unless caused by the negligence or willful misconduct of [Party A]. Both parties waive any right to claim compensation for personal injury unless proven to be the direct result of one party’s wrongful actions.
No recourse clause for pricing errors
This variation applies to pricing errors.
No recourse shall be available to [Party B] for pricing errors or discrepancies discovered after the signing of this agreement. If [Party A] inadvertently provides incorrect pricing, they are not liable for any claims arising from the pricing error and will correct such errors in future transactions.
No recourse clause for legal proceedings
This variation applies when legal proceedings are excluded from recourse.
No recourse shall be available to either party for any legal proceedings, claims, or actions arising from this agreement, except as specifically outlined in the dispute resolution section. Both parties agree to waive any right to pursue further legal action beyond what is permitted in the resolution terms.
No recourse clause for taxes and duties
This variation applies when taxes and duties are excluded from recourse.
No recourse shall be available to either party for any taxes, duties, or other governmental fees arising out of the performance of this agreement, unless specified otherwise. Each party is responsible for its own tax obligations, and no claim can be made for tax-related costs.
No recourse clause for data breaches
This variation applies to data breaches.
No recourse shall be available for any data breaches or security incidents that result in the unauthorized access, loss, or damage to data, except where such breaches are caused by gross negligence or intentional misconduct. [Party A] will not be liable for data breaches unless proven to be a direct result of their failure to meet agreed security standards.
No recourse clause for force majeure delays
This variation applies to force majeure-related delays.
No recourse shall be available for any delays or disruptions caused by force majeure events, including but not limited to natural disasters, pandemics, or government action, which prevent the timely performance of obligations under this agreement. Both parties agree to hold each other harmless for delays arising from these unforeseen events.
No recourse clause for minor breaches
This variation applies to minor breaches or infractions.
No recourse shall be available for minor breaches of this agreement that do not result in significant harm or material impact to the performance of obligations. Both parties agree that minor deviations from the agreed terms will not constitute a basis for claims unless they affect the overall outcome of the agreement.
No recourse clause for unexpected operational costs
This variation applies to operational cost increases.
No recourse shall be available for any unexpected increases in operational costs, including but not limited to inflation, supply chain disruptions, or increases in labor costs. [Party A] and [Party B] acknowledge that both parties bear the risk of such cost increases and will not seek claims for additional payments.
No recourse clause for transaction errors
This variation applies to errors in transaction processing.
No recourse shall be available for any errors that occur during the transaction or processing stages of this agreement, including but not limited to payment errors, data entry mistakes, or system failures, unless caused by intentional fraud or gross negligence by [Party A]. Any claims arising from such errors will not be accepted after the completion of the transaction.
No recourse clause for changes in ownership
This variation applies when ownership changes are involved.
No recourse shall be available against [Party A] if there is a change in ownership, control, or structure of the company during the term of this agreement, unless the changes impact the fundamental terms of this agreement. Both parties agree that changes in ownership do not constitute a basis for terminating or claiming damages under this agreement.
No recourse clause for data integrity issues
This variation applies to data integrity issues.
No recourse shall be available for any loss or corruption of data that arises due to issues with data integrity, unless proven to be caused by negligence or failure to comply with data handling and storage protocols set forth in this agreement.
No recourse clause for future regulatory changes
This variation applies when future regulatory changes impact the agreement.
No recourse shall be available for any modifications to this agreement or additional costs incurred due to changes in laws, regulations, or policies after the execution of this agreement. Both parties accept the risk of regulatory changes and waive any right to claim damages or compensation arising from such changes.
No recourse clause for product recalls
This variation applies to product recalls.
No recourse shall be available for any product recalls initiated by [Party A] due to safety concerns, defects, or regulatory requirements. [Party B] acknowledges that the risk of recalls is inherent in product manufacturing and distribution, and neither party will seek damages for such events.
No recourse clause for intellectual property disputes
This variation applies when intellectual property disputes are excluded from recourse.
No recourse shall be available for any intellectual property disputes that arise after the execution of this agreement, except where the dispute is caused by fraud or gross negligence. The parties agree that they will not hold each other liable for any intellectual property issues outside the scope of this agreement.
No recourse clause for non-compliance with local regulations
This variation applies when non-compliance with local regulations is excluded.
No recourse shall be available for any failures to comply with local, state, or federal regulations during the execution of this agreement, unless the non-compliance is the result of intentional misconduct by either party. Both parties agree to bear the responsibility for adhering to local laws.
No recourse clause for changes in project scope
This variation applies when the scope of the project changes.
No recourse shall be available for any claims arising from changes in the scope of the project unless both parties have mutually agreed to the changes in writing. Any deviations in the project scope that do not materially affect the deliverables will not be grounds for claims or disputes.
No recourse clause for performance failures due to external factors
This variation applies when external factors affect performance.
No recourse shall be available for performance failures caused by external factors, including acts of nature, government regulations, or third-party failures. Both parties acknowledge that such events are outside their control and cannot form the basis for legal claims or compensation.
No recourse clause for operational delays
This variation applies to operational delays outside the control of the parties.
No recourse shall be available for any operational delays caused by factors beyond the control of [Party A] or [Party B], including transportation issues, supply chain disruptions, or delays from third-party vendors. Both parties agree to waive any claims related to such delays.
No recourse clause for non-fulfillment due to market changes
This variation applies when market changes impact non-fulfillment.
No recourse shall be available for failure to fulfill obligations under this agreement due to market changes, including fluctuations in demand, changes in consumer behavior, or shifts in market conditions. Both parties agree that such factors are beyond their control and will not result in claims for damages.
No recourse clause for misuse of technology
This variation applies when technology misuse occurs.
No recourse shall be available for any misuse of technology, including software, tools, or platforms, under this agreement. The responsible party will bear the full consequences for any misuse, and no claims will be allowed for damages resulting from the misuse of provided technology.
No recourse clause for changes in financial markets
This variation applies when financial market changes affect the agreement.
No recourse shall be available for any losses or changes in financial markets that affect the performance of this agreement. The parties acknowledge that shifts in market conditions are not the responsibility of either party and do not justify claims for compensation.
No recourse clause for failure to obtain permits
This variation applies when permits are not obtained on time.
No recourse shall be available for failure to obtain necessary permits, licenses, or approvals required for the execution of this agreement, unless such failure is due to the negligence or intentional actions of either party. The parties agree that they will cooperate to obtain the necessary permits but bear individual responsibility for securing them.
No recourse clause for force majeure delays in services
This variation applies to delays in services due to force majeure.
No recourse shall be available for delays in providing services as a result of force majeure events, including but not limited to natural disasters, strikes, or government restrictions. The responsible party will not be held liable for any damages resulting from these unavoidable delays.
No recourse clause for termination due to financial instability
This variation applies to terminations arising from financial instability.
No recourse shall be available for termination of this agreement due to the financial instability of either party, including bankruptcy, insolvency, or significant financial decline. Both parties agree to bear the risk of financial changes and accept termination without further compensation.
No recourse clause for breach of confidentiality by third parties
This variation applies when third parties breach confidentiality.
No recourse shall be available for any breach of confidentiality by third parties under this agreement. The parties agree that they will take reasonable precautions to protect confidential information but will not be held responsible for third-party actions outside their control.
No recourse clause for temporary supply chain disruptions
This variation applies when supply chain disruptions affect performance.
No recourse shall be available for temporary disruptions in the supply chain that prevent the timely delivery of goods or services. Both parties agree to make reasonable efforts to mitigate any disruptions but will not be held liable for delays or non-performance caused by these disruptions.
No recourse clause for errors in administrative procedures
This variation applies when administrative errors occur.
No recourse shall be available for any errors or omissions in administrative procedures, including clerical mistakes or failures to properly process documentation. Both parties agree that any such errors will be corrected promptly but will not serve as grounds for claims for compensation.
No recourse clause for delayed product deliveries
This variation applies when product deliveries are delayed.
No recourse shall be available for delays in product deliveries, provided such delays are not caused by gross negligence or intentional misconduct by the delivering party. The responsible party will make best efforts to minimize delays but will not be held liable for any resulting damages beyond the delivery timelines.
No recourse clause for minor deviations in contract terms
This variation applies when minor deviations occur.
No recourse shall be available for minor deviations from the terms of this agreement, provided such deviations do not materially affect the performance or outcome of the agreement. Both parties agree that minor, non-impactful deviations will not justify claims for damages or disputes.
No recourse clause for unapproved subcontractor actions
This variation applies when subcontractors act without approval.
No recourse shall be available for actions taken by unapproved subcontractors under this agreement. The primary party is responsible for ensuring that only approved subcontractors are used, and any issues arising from unapproved actions will not be grounds for claims.
No recourse clause for delays in approval processes
This variation applies when delays in approval processes occur.
No recourse shall be available for delays in obtaining approvals, whether internal or external, that are required to proceed with obligations under this agreement. The parties agree to work collaboratively to meet approval deadlines but will not hold each other liable for delays caused by the approval process.
No recourse clause for failure to meet public expectations
This variation applies when public expectations affect performance.
No recourse shall be available for failure to meet public expectations or external perceptions of performance, including media scrutiny or customer feedback, unless such failure is caused by deliberate misconduct or gross negligence by the responsible party.
No recourse clause for issues related to personal liability
This variation applies when personal liability is excluded.
No recourse shall be available for any personal liabilities that arise outside the scope of this agreement. Both parties agree that they will bear responsibility for their individual actions and will not seek compensation or reimbursement from the other party for personal legal or financial matters.
No recourse clause for unanticipated tax liabilities
This variation applies when unanticipated tax liabilities arise.
No recourse shall be available for any unanticipated tax liabilities, including changes in tax laws or assessments that affect the execution of this agreement. Both parties accept the risk of tax-related changes and will bear their respective responsibilities for tax obligations.
No recourse clause for errors in product specification
This variation applies when errors in product specification occur.
No recourse shall be available for errors or omissions in the product specification, provided that such errors do not affect the functionality or essential features of the product. The responsible party agrees to correct any discrepancies, but no claims will be allowed for damages arising from minor specification issues.
No recourse clause for delays caused by technological failures
This variation applies when technological failures result in delays.
No recourse shall be available for delays caused by technological failures, including system outages, software bugs, or connectivity issues. Both parties agree that any such disruptions will be addressed promptly, but claims for damages due to technological failures will not be permitted.
No recourse clause for actions of independent contractors
This variation applies to actions of independent contractors.
No recourse shall be available for any claims or issues arising from the actions or omissions of independent contractors engaged under this agreement. The primary party agrees to ensure that all contractors follow the agreement’s terms, but will not be held liable for the contractors' actions.
No recourse clause for non-performance due to external economic factors
This variation applies when external economic factors cause non-performance.
No recourse shall be available for any non-performance resulting from external economic factors, including changes in market conditions, currency fluctuations, or unexpected inflation. Both parties agree that such factors are outside their control and do not constitute grounds for claims or compensation.
No recourse clause for supply disruptions due to third-party vendors
This variation applies when supply disruptions occur due to third-party vendors.
No recourse shall be available for supply disruptions caused by third-party vendors, including delays in the procurement of raw materials or parts. [Party A] agrees to notify [Party B] of such disruptions but will not be held liable for any damages arising from third-party delays.
No recourse clause for changes in product demand
This variation applies when product demand changes unexpectedly.
No recourse shall be available for changes in product demand, including decreased market interest or shifts in consumer preferences. Both parties acknowledge that such changes are beyond their control and will not result in claims for damages or missed performance.
No recourse clause for fluctuation in labor costs
This variation applies when labor costs fluctuate unexpectedly.
No recourse shall be available for increases in labor costs, including but not limited to wage increases, overtime costs, or changes in employment laws. Both parties accept the risk of such fluctuations and will bear the responsibility for any resulting cost increases.
No recourse clause for project delays due to client-side failure
This variation applies when delays are caused by client-side issues.
No recourse shall be available for delays in project timelines resulting from failure on the client’s side, including delays in providing necessary approvals, documentation, or information. [Party B] agrees to notify [Party A] of any delays, but [Party A] will not be liable for costs associated with these delays.
No recourse clause for delays due to weather events
This variation applies when weather events affect the project timeline.
No recourse shall be available for delays caused by extreme weather events, including storms, floods, or other natural disasters. Both parties acknowledge the possibility of weather-related delays and agree not to hold each other liable for such disruptions.
No recourse clause for fluctuations in raw material costs
This variation applies when fluctuations in raw material costs affect performance.
No recourse shall be available for fluctuations in raw material costs that affect the ability to deliver goods or services under this agreement. Both parties agree to bear the risk of such price changes and acknowledge that these fluctuations will not result in claims for compensation or damages.
No recourse clause for legal disputes outside the jurisdiction
This variation applies when legal disputes occur outside the jurisdiction.
No recourse shall be available for legal disputes or claims arising outside the jurisdiction specified in this agreement. Both parties agree that any legal proceedings related to this agreement will be limited to the designated jurisdiction and will not involve claims from other regions.
No recourse clause for customer cancellations
This variation applies when customers cancel services or orders.
No recourse shall be available for cancellations made by customers or clients under this agreement. Both parties agree that any customer-initiated cancellations or changes to orders will not result in claims for damages or compensation.
No recourse clause for failure to meet environmental regulations
This variation applies to failures to meet environmental regulations.
No recourse shall be available for failure to meet environmental regulations, including non-compliance with local environmental laws or industry standards. Both parties agree to take reasonable steps to ensure compliance, but will not be held liable for penalties arising from unforeseen environmental issues.
No recourse clause for internal administrative errors
This variation applies when internal administrative errors occur.
No recourse shall be available for internal administrative errors, including clerical mistakes, errors in data entry, or document processing delays. Both parties agree to correct such errors promptly but will not be liable for damages arising from these internal issues.
No recourse clause for delays due to third-party funding
This variation applies when delays occur due to third-party funding.
No recourse shall be available for delays caused by third-party funding issues, including delays in securing necessary investment or financing. The parties agree that delays due to external funding challenges will not result in claims for compensation or damages.
No recourse clause for software-related issues
This variation applies to issues with software or digital platforms.
No recourse shall be available for any issues related to software performance, including bugs, system crashes, or digital platform outages. Both parties agree to cooperate in resolving any software-related issues, but no claims for compensation will be allowed for software failures.
No recourse clause for acts of terrorism or war
This variation applies to delays caused by terrorism or acts of war.
No recourse shall be available for any delays or damages resulting from acts of terrorism, war, or other acts of aggression. Both parties acknowledge that these events are beyond their control and agree to waive any claims for compensation related to such occurrences.
No recourse clause for product defects discovered after delivery
This variation applies to product defects discovered post-delivery.
No recourse shall be available for product defects discovered after delivery, unless such defects were caused by intentional fraud, gross negligence, or failure to meet specified quality standards outlined in this agreement. Both parties agree that the risks associated with defects will be addressed as specified in the warranty provisions.
No recourse clause for disruptions in service due to technical issues
This variation applies when technical issues disrupt services.
No recourse shall be available for disruptions in service caused by technical issues, including server outages, software errors, or hardware failures. Both parties agree to promptly address technical issues but will not be held liable for damages caused by such disruptions.
No recourse clause for delays due to permit issues
This variation applies to delays caused by permit-related issues.
No recourse shall be available for delays caused by issues related to obtaining permits, licenses, or governmental approvals required for the execution of this agreement. Both parties acknowledge that delays in this regard are outside their control and do not constitute grounds for claims or compensation.
No recourse clause for failure to meet project milestones
This variation applies when project milestones are not met.
No recourse shall be available for failure to meet project milestones as outlined in the project plan, unless such failure is due to gross negligence or willful misconduct by [Party A]. Both parties agree that project milestones are targets, and missed milestones that do not significantly affect the overall project outcome will not result in claims for damages.
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.