By Kristyn Weilinger and Jude Chow, Staff Lawyers
December 2025

Question:

We’re often asked by buyers’ agents, who are usually tasked with drafting a first offer, whether it’s good practice to include “CYA” clauses in contracts of purchase and sale. Do they actually protect you? And should you include them in contracts you draft?

Answer:

What’s a CYA clause?

A ‘cover-your-you-know-what’ clause is a type of clause typically intended to prevent or mitigate liability for a real estate agent. Unfortunately, agents include these often boilerplate clauses into contracts without fully considering whether such clauses benefit their clients’ interests.

Examples of CYA clauses that we’ve seen buyers’ agents add into the offers they draft include:

• Disclaimer that information is not guaranteed: “The Buyer is satisfied that the lot size, square footage, zoning information, allowable land use provisions, and other information they have received about the dwelling and/or land are approximate and not guaranteed, and if important to the Buyer, should not be relied upon without verification with the proper authorities by the buyer themselves.”
• Disclaimer for independent professional advice: “The Buyer acknowledges that Real Estate Licensees are not qualified to, and are prohibited from, giving advice regarding GST. The Buyer has been strongly advised to obtain independent GST or tax advice.”
• Acknowledgement of unauthorized accommodations: “The Buyer acknowledges that the Property contains unauthorized accommodation and understands the potential consequences including loss of income if the Buyer is required to discontinue any rental of that unauthorized accommodation.”
• Release of liability and indemnity clause: “Buyer and Seller acknowledge that the brokerages providing agency services to the Buyer and Seller do not provide legal or other expert advice in matters beyond the common standard of care in the real estate industry. The parties have been afforded the opportunity to seek legal or other expert/professional advice prior to entering this contract of purchase and sale and warrant and guarantee that they shall hold harmless and indemnify the Seller’s and Buyer’s representatives and brokerages from any claims, actions, or causes of action that may be the result of any and all issues or uses in relation to the property.”

Should you include these clauses?

As a real estate agent, one of your primary responsibilities is to act in your clients’ best interest, which means putting your clients’ interests ahead of your own. Before putting any clause or disclaimer in a contract, carefully consider whether it helps advance your clients’ interest, or whether it seeks to serve another purpose, such as limiting the potential liability of yourself or your brokerage.

How does a buyer’s acknowledgment in the contract that the information they have received should not be relied upon, help advance their interests?

How does a buyer’s acknowledgment of a potential consequence of unauthorized accommodation help advance their cause?

Lastly, how does your client’s agreement to hold all real estate agents harmless benefit them?

The short answer: they don’t.

A vital part of being a real estate agent is making sure that the contracts you draft work for your clients and not against them. Before you recommend including a clause or disclaimer in a contract, carefully consider whether it’s in your clients’ best interest. If it’s not, don’t recommend it be included. 

There is a better way: document outside of the contract

CYA clauses may be included by buyer’s agents hoping to protect themselves from potential liability. While this is usually done with good intentions, the contract of purchase and sale is not the place for such clauses or disclaimers (where they can be used against your own client, including by the seller). Luckily, there is a better way to protect yourself.

While it’s important to ensure that buyer clients fully understand the importance and risks of having unauthorized accommodation, the need for other independent professional advice, or that real estate agents cannot provide legal advice, buyers’ agents should focus on having clear and fulsome discussions with their clients about risks and options, and ensure that those discussions are well documented outside of the contract (e.g. emails, text messages, notes from phone calls, etc.).

CYA clauses are not a replacement for real and meaningful advice, which is more effective at protecting both you and your clients than a flurry of “boilerplate” disclaimers in the contract. This approach will also help you steer clear of any suggestion that you’re more concerned with covering your own “A” than protecting your clients’.

Someone else might want it!

It’s also important to remember that a clause that doesn’t benefit your client may be very desirable to the opposing party. For instance, while the types of clauses noted above don’t protect a buyer, a seller may wish to include them in the contract.

Sellers’ agents should also keep in mind that the flip side of this article applies to them – sellers’ agents should also take care to ensure that any clauses they recommend their clients include in a contract are in their clients’ best interests.

Make certain your client is informed before signing

As always, contractual terms are the product of negotiation, and it’s your role to guide and advise your client throughout that process. If there are clauses that are adverse to your buyers’ interest, specifically alert them to those clauses, fully discuss their effect, and advise your buyers about their options.

An adverse clause can be struck out, amended to limit what your clients will agree to, or accepted as is. Whatever the situation, be sure to separately document the advice you’re providing to your buyers and their instructions to you.

Also see Jude Chow’s December 2022 Risk Report Seriously what’s your deal? article for more information and tips on how to ensure that the contracts you draft fit the deal.