Confidential Information Memorandums: Essential Disclaimers Explained

When you’re raising capital in Australia, a Confidential Information Memorandum (CIM) can be a powerful way to introduce your business to potential investors, buyers or partners.

But here’s the catch - what you put around your information is just as important as the information itself.

Strong, well‑drafted disclaimers set clear expectations, protect you from unnecessary liability and help keep your capital raise within the boundaries of Australian law.

In this guide, we’ll break down what a CIM is, why disclaimers matter, the essential clauses to include, and how to use them properly so your document does its job - without creating extra risk.

What Is a Confidential Information Memorandum (CIM) In Australia?

A CIM (sometimes called an Information Memorandum or IM) is a document you share with selected recipients to explain your business and the opportunity at a high level.

It usually covers your market, business model, traction, team, financials, risks and the proposed transaction (for example, equity investment, debt funding, or a business sale).

Unlike a prospectus, a CIM isn’t a public offer document. It’s typically used in private deals - where you may be relying on exemptions under section 708 of the Corporations Act 2001 (Cth) to avoid the need for a formal disclosure document.

Because it’s not a prospectus, the CIM should carry very clear disclaimers about what it is (and isn’t), how recipients may use it, and where responsibility sits for verifying the information.

Why Do CIM Disclaimers Matter?

Disclaimers are about risk allocation and compliance.

They help you:

• Reduce the risk of claims if a recipient relies on something that turns out to be inaccurate or changes over time.
• Reinforce that the CIM is not investment advice, financial product advice or an offer to the public.
• Limit how the document is distributed and used, keeping your raise within private offer exemptions.
• Protect confidential information and commercial sensitivities.
• Signpost that recipients must conduct their own due diligence and obtain their own advice.

Well‑crafted disclaimers won’t fix a misleading document - you must still ensure your content is accurate and not deceptive under Australian Consumer Law. But they do set the right boundaries and reduce unnecessary exposure.

What Disclaimers Should a CIM Include?

There’s no one‑size‑fits‑all set of disclaimers. However, most Australian CIMs benefit from the following core elements. Think of these as a “starter list” you tailor to your transaction and audience.

1) No Offer or Invitation

Make it clear the CIM is not a prospectus or product disclosure statement, and it does not constitute an offer, invitation, solicitation or recommendation to subscribe for or purchase securities in any jurisdiction.

For private raises, this also helps you align with the disclosure exemptions (for example, small-scale or sophisticated investor pathways) available under section 708.

2) Not Financial, Legal or Tax Advice

Confirm that the information is general and does not take into account any person’s objectives, financial situation or needs.

Encourage recipients to obtain their own financial, legal and tax advice before making any decision.

3) Confidentiality and Use Restrictions

State that the CIM is confidential, provided solely for the recipient’s evaluation, and may not be copied, forwarded or disclosed without your prior consent.

Many businesses go one step further and require a signed Non‑Disclosure Agreement before releasing the CIM.

4) No Reliance and No Representation

Explain that the information was prepared in good faith from sources believed to be reliable, but you make no representation or warranty as to its accuracy, completeness or fairness.

Make it clear that recipients should not rely on the CIM as the basis for an investment decision and must conduct their own due diligence.

5) Forward‑Looking Statements

Where you include projections, forecasts, targets or “forward‑looking statements,” say that such statements involve known and unknown risks and uncertainties, may differ materially from actual results, and are based on assumptions that may change.

Identify the factors that may cause differences at a high level (for example, market conditions, regulatory changes, competition, supply constraints).

6) No Obligation to Update

Reserve the right to change, update or withdraw the CIM (and the opportunity) at any time without notice, and clarify that you are under no obligation to provide additional information or update the document.

7) Limitation of Liability

Limit your liability (and that of your directors, officers, employees and advisers) to the maximum extent permitted by law for any loss arising out of the use of the CIM.

In some cases, sponsors also include a separate acceptance or notice page that recipients acknowledge before accessing the file. That page reiterates key limitations and distribution restrictions.

8) Third‑Party Information

If you include third‑party data, research or industry reports, note the sources and clarify that you have not independently verified that information unless stated, and do not guarantee its accuracy.

9) Jurisdictional and Distribution Restrictions

Restrict distribution in certain jurisdictions where the document could trigger local disclosure rules.

For example, you might state that the CIM may only be distributed to persons to whom it is lawful to do so and must not be distributed or released publicly.

10) Recipient Responsibility and Acknowledgements

Include an acknowledgement that the recipient:

• Has been invited on a confidential basis and will keep the information confidential.
• Will make its own independent assessment and rely only on final transaction documents.
• Accepts that no responsibility is assumed by you or your advisers for the CIM or any errors or omissions.

11) Data and Privacy Statements

If you collect personal information in the process (for example, when recipients request access to the data room), link back to or reference your Privacy Policy and explain how you handle that data.

12) Transaction‑Specific Clauses

Your deal may need bespoke add‑ons - for example, exclusivity language (if you’re moving into negotiations), conflicts disclosures, or references to a specific process letter.

It’s worth getting a tailored Information Memorandum Disclaimer drafted so you cover the unique features of your transaction neatly and consistently.

How Should You Present and Use CIM Disclaimers?

It’s not just what the disclaimers say - it’s how you present and manage them.

Place them up‑front and repeat where helpful

Include a prominent disclaimer at the front of the CIM (ideally before the contents) and keep short, relevant reminders on pages containing forecasts, risk factors or third‑party data.

Use an access or notice page

If you’re sharing the CIM via a data room or secure link, an access page that requires recipients to confirm they accept the terms is a practical control point.

This acceptance can also capture jurisdiction questions and investor type confirmations (for example, whether they’re a sophisticated investor or professional investor as defined by Australian law).

Pair the CIM with process and confidentiality controls

Require an Non‑Disclosure Agreement before releasing any sensitive material.

Use a process letter to set timelines, contact protocols and how Q&A will work, and keep a log of who has access.

Align the story with your deal documents

Your disclaimers should encourage recipients to rely on the binding documents - not the CIM - when deciding whether to proceed.

As you progress, make sure your Term Sheet and any Share Subscription Agreement or sale agreement are consistent with the positioning in your CIM.

Keep the content accurate and balanced

Disclaimers can’t save a misleading document. Avoid cherry‑picking positives and downplaying key risks.

Include a succinct risk section and ensure financials, KPIs and definitions are clearly explained.

Do CIM Disclaimers Actually Hold Up Under Australian Law?

Broadly, yes - when they’re reasonable, clear and paired with responsible conduct.

Australian Consumer Law prohibits misleading or deceptive conduct. So if a CIM is materially misleading, disclaimers won’t override that.

However, disclaimers do help set expectations, define the scope of reliance and reduce liability in the grey areas around projections, third‑party data and preliminary financials.

They also support compliance with fundraising settings. In private raises, you’ll often rely on exemptions to avoid the need for a prospectus (for example, small‑scale personal offers or offers to sophisticated investors). Clear “no offer” and distribution restrictions help keep your process aligned with those pathways.

Finally, remember that different audiences and deal types require different emphasis. A small seed round to a handful of known angels is very different to a broad sell‑side process run by a corporate adviser. Tailoring matters.

What Other Legal Documents Should You Use With a CIM?

A CIM is only one part of your capital raising toolkit. Most businesses will also use some or all of the following documents as a deal moves forward.

• Non‑Disclosure Agreement: Protects confidential information while you explore a transaction and share data.
• Term Sheet: Records headline commercial terms so both sides know what’s being negotiated before drafting the long‑form documents.
• Share Subscription Agreement: Sets out the terms on which investors subscribe for shares, including warranties, conditions precedent and completion mechanics.
• Shareholders Agreement: Governs how the company will be run post‑investment, including decision‑making, dilution, exits and dispute resolution.
• Privacy Policy: Explains how you handle personal information collected during the process (for example, in investor registers or data room access forms).
• Information Memorandum Disclaimer: A tailored disclaimer section or standalone notice you can attach to your CIM and data room.

If you’re raising larger amounts or dealing with more complex structures (like SAFE, convertible notes or vendor finance), you may need additional or different agreements. Getting early advice will save you time and rework.

Frequently Asked Questions About CIM Disclaimers

Do I need a lawyer to draft my CIM disclaimers?

Strictly, no - but it’s a smart investment. Disclaimers are short, but the wording carries legal and regulatory consequences. A tailored set will reflect your transaction, audience and jurisdiction controls properly.

Can I just copy disclaimers from another company’s CIM?

We don’t recommend it. Those disclaimers were drafted for a different business, deal size, audience and legal context. They may also include promises or limitations that don’t suit your situation.

If I have disclaimers, can I be less careful about my numbers?

No. Disclaimers are not a shield for misleading or deceptive content. Keep your financials, assumptions and claims accurate, and present risks fairly.

Do I need different disclaimers for a debt raise vs equity raise?

Often, yes. While the fundamentals are similar, debt raises may emphasise different risk statements, credit disclaimers and reliance language. Equity raises typically focus on securities law settings and forward‑looking statements. Tailor them.

Where should I put the disclaimers in my CIM?

Ideally on the inside cover or a “Notice to Recipient” page before the contents, and repeated in short form where relevant (for example, on the financial forecast pages).

Key Takeaways

• A CIM is a private deal document, not a prospectus - your disclaimers should say so clearly and set firm boundaries around use and reliance.
• Core clauses include no offer, no advice, confidentiality, no reliance/no representation, forward‑looking statements, no obligation to update, liability limits and distribution restrictions.
• Place disclaimers up‑front, control access, and align your process with private offer exemptions under Australian law.
• Disclaimers support (but don’t replace) accurate, balanced content - you still must avoid misleading or deceptive conduct.
• Pair your CIM with the right documents like an NDA, Term Sheet, Share Subscription Agreement and Shareholders Agreement to keep the process structured and low‑risk.
• Tailored wording matters - a short, customised Information Memorandum Disclaimer will fit your deal, audience and compliance needs.

If you’d like a consultation on drafting or reviewing your CIM and disclaimers for an Australian capital raise, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.