General Contract Clauses: Representations and Warranties

by Practical Law Commercial Transactions

A Standard Clause providing general representations and warranties for a commercial transaction, such as a sale of goods or services agreement. This Standard Clause contains standard representations and warranties concerning a party's legal status, authority to enter the contract, the agreement's enforceability, and compliance with laws. It also includes optional, transaction-specific representations and warranties relating to matters like licenses, permits, approvals, intellectual property (IP) rights, and performance standards. This Standard Clause provides separate subclauses for each party but it can also be adapted for mutual provisions. This Standard Clause also contains a commonly-used disclaimer for other express or implied representations and warranties, whether arising by law or otherwise, and includes a non-reliance acknowledgment from each party. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.