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.
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Frequently asked questions about representations and warranties
A representation is a statement of fact ('We have 500 active customers'). A warranty is a promise that the fact is and will remain true. In practice, lawyers pair them: 'Company represents and warrants that...' The distinction matters because misrepresentation can support a fraud claim (with potentially higher damages), while breach of warranty is a contract claim.
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Create your contractThis content is for informational purposes only and does not constitute legal advice. For contracts with significant financial or legal implications, review by a qualified attorney is recommended.