Contract Glossary
Representations and Warranties
Definition
Representations are statements of fact: 'We own this software.' Warranties are promises those facts are true: 'We guarantee we own this software and it doesn't infringe anyone's IP.' If either turns out to be false, the other party has grounds to sue.
In Practice
A software vendor represents that their product doesn't infringe third-party patents. Six months in, a patent troll sues you for using the software. The vendor's representation was wrong, they warranted something that wasn't true. You now have a breach of warranty claim against the vendor, and if the contract includes indemnification for IP infringement, they should cover your defense costs.
Common in these contract types
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