Representations and Warranties Clauses

Summary

These representations and warranties clauses are for use in a commercial contract and serve to fill the built-in information gap between the parties. This template includes practical guidance and drafting notes. A representation is an assertion of fact given by one party to a transaction to the other party that is true as of the date such assertion is made. A warranty is a promise that an assertion of fact, i.e., a representation, is true. If a contractual warranty is not true, the party that provided the warranty will have breached the applicable agreement and the recipient may be entitled to compensation for any damages that may have resulted from the breach of warranty. It is important for counsel to ensure that clients fully understand the nature of these terms, and that they are properly drafted in agreements to effectively memorialize the intent of their clients. This template contains representation and warranty clauses commonly used in commercial contracts. For a full listing of related contract clauses, see General Commercial Contract Clause Resource Kit. For more information regarding representations and warranties, see Commercial Agreement Representations, Warranties, Covenants, Rights, and Conditions, Representations and Warranties Drafting, Warranty and Disclaimer of Warranty Drafting. For general information regarding commercial contracts, see Commercial Contract Drafting and Review.