Disclaimer of Warranty Against Infringement Clause

Summary

This disclaimer of warranty against infringement clause template can be used in an agreement for the sale of goods to disclaim the warranty against infringement. This template includes practical guidance and drafting notes. Although the warranty against infringement, along with the warranty of title (see Disclaimer of Warranty of Title Clauses), is an implied warranty in the sense that it arises by operation of law, for disclaimer purposes UCC §2-312 specifically sets this warranty (along with the warranty of title) apart from the others. Accordingly, to effectively disclaim this implied warranty you, as seller's counsel, must adhere to UCC §2-312(2), and the applicable state equivalent, and use "specific language" which unequivocally disclaims the warranty. UCC §2-312(3), and the applicable state equivalent statutory provision, provides that the implied warranty against infringement will apply under the circumstances set forth in that section "unless otherwise agreed" by the parties. For a discussion of implied warranties in general, see Uniform Commercial Code Article 2 Implied Warranties. For more information regarding drafting a warranty and disclaimer of warranty, see Warranty and Disclaimer of Warranty Drafting.