This key provision helps to exclude common methods in which it has been established that the parties have provided unintended safeguards and should not be reprehensible. But if it is neglected, it can have profound consequences. The widespread paradigm that “representations” cover past and existing statements and “warranties” cover existing and future representations is as strong as claims in a patent application published before a first official act. This is probably why it has become common for contract drafters to use the form: “Part A represents and justifies [insert a statement of fact].” But what does this mean? It could be argued that the defrauded/non-offending party would then have the choice between a lawsuit for misrepresentation (fraudulent, negligent and innocent) or a lawsuit for breach of warranty if the statement turns out to be false. But not all commentators and courts agree with this conclusion. Surprisingly, the main contract horn book I used in law school is silent about it! (c) To the best of the Company`s knowledge, no other person has any interest, right or license to use or license to others under intellectual property. To the Company`s knowledge, there is no infringement of intellectual property by others, and intellectual property is not subject to any pending order, decree, judgment, disposition, regulation, lien, indictment, charge or seizure. No claim or demand has been made and no proceedings have been initiated or, to the Company`s knowledge, there is a threat of indictment of the Company for infringement of patents, trade names, trademarks, service marks or copyrights. To the Best of the Company`s knowledge, there are no royalties, fees or other payments payable by or on behalf of the Company to any person with respect to intellectual property. (m) any written or other agreement or agreement that the Company will take any of the actions set forth in paragraphs (a) to (l) above. While a comprehensive discussion of the pros and cons of the most common insurances and coverages is beyond the scope of this article, I can provide some tips.

A guarantee is an assurance or agreement that a particular fact is or will be as stated or promised in relation to the subject matter of the contract; and refers to an agreement to protect the beneficiary from loss if the fact is or becomes false (i.e. Tacit compensation). 2. Authority. The Company has the entire right, authority and authority to enter into this Agreement and any agreement, document and instrument to be executed and delivered by the Company in accordance with this Agreement and to carry out the transactions contemplated herein. No waiver or consent of anyone is required in connection with the performance, delivery and performance of this Agreement and any agreement, document and instrument to be performed and delivered by the Company in accordance with this Agreement. This is the subject of the next blog post, so sorry for the teaser. However, it is essential to synchronize your representations and warranties with the indemnification promises that each party makes available to the other party, as well as with the limitation of liability provision (which, for example, should prevent one party from claiming punitive damages from the other in order to close one of the main threats of infringing representation).

It never ceases to amaze me that many businessmen who negotiate tons of intellectual property licensing agreements do not understand the difference between agreements, insurances and guarantees that are “standard” in many such agreements. Well, that`s not too surprising. However, it is very surprising that many of their lawyers do not appreciate the differences either! Many believe that the terms are synonymous and therefore use them interchangeably. This is not the case. So, for those of you who are tired of simulating radio, here are some contracts (fresh or refreshing) 101! The fact is that the use of “representations and mandates” cannot influence the choice of action that an aggrieved party may bring in certain circumstances and jurisdictions. But those of you who read my previous article about using both words (and numbers) to express numbers know that I don`t like archaic practices that no one questions. .