Q&As

What is the difference between a warranty and a representation in a commercial agreement?

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Published on LexisPSL on 03/07/2017

The following TMT Q&A provides comprehensive and up to date legal information covering:

  • What is the difference between a warranty and a representation in a commercial agreement?
  • Warranty
  • Representation
  • Measure of damages
  • Market practice

What is the difference between a warranty and a representation in a commercial agreement?

This Q&A looks at the difference between a warranty and a representation in a commercial agreement.

Warranties and representations form a key part of the customer’s protection in a number of different types of agreement ranging from software licences to systems integration to sale of goods. Depending on the agreement, they might cover issues such as:

  1. the parties’ capacity to enter into the agreement

  2. the quality of the work being performed or the goods being supplied

  3. the supplier’s ownership of intellectual property rights and its ability to assign them or grant a licence

  4. the freedom of software from viruses or malware

  5. the quality of technology and personnel used to provide services

In a customer’s first draft, it is common to see wording to the effect that the supplier ‘warrants and represents’ a matter. For the reasons

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