What is Representations and Warranties?
Definition
Representations and warranties are factual statements each party makes about themselves, their business, their authority to enter the contract, and their capabilities. Representations are statements of current or past fact ('We have no pending litigation'), while warranties are promises that something is or will remain true ('The software will perform as described for 12 months'). If a representation turns out to be false or a warranty is breached, the other party may be entitled to terminate the contract, seek damages, or invoke indemnification. This matters because you are legally binding yourself to every statement in this section. For example, if your consulting agreement includes a representation that you hold certain professional certifications and you do not, the client could terminate the contract and pursue damages based on that misrepresentation. Watch for overly broad warranty language that promises outcomes you cannot guarantee, representations about third-party rights you have not verified, and warranty periods that extend long past the engagement. Only agree to statements you can factually support.
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