Contract clause

Representations and Warranties Meaning

Representations and warranties are statements of fact and promises that certain facts are true.

Plain English meaning

Representations and warranties are the contract’s factual promises. One party says certain things are true now, or promises they will remain true. If those statements are false, the other party may have remedies for breach, indemnification, or termination.

Why it matters

False statements can create breach claims.
They often survive closing or termination.
They can trigger indemnification obligations.

Where it appears

Employment agreements
NDAs
Business contracts
Purchase agreements
Service contracts

Watch for

Absolute statements you cannot verify
Survival periods
Knowledge qualifiers
Indemnity tied to warranty breaches

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Common questions

What is the difference between a representation and a warranty?

A representation is generally a statement of fact; a warranty is a contractual promise about that fact. Many contracts group them together.

Why do representations survive termination?

Survival language lets claims based on false statements continue after the contract otherwise ends.