Glossary
LiabilityUpdated Sep 23, 2026What Are Representations and Warranties in a Contract?
Representations and warranties are statements of fact and promises that a party makes in a contract, for example that it owns what it is selling, has authority to sign, or has disclosed the problems it knows about. If a statement turns out to be untrue, the other side may have a claim for its loss.
Why it matters
They set out what each side stands behind. Broad statements you cannot check can turn an honest mistake into a claim against you.
How common is it?
In the LexGLUE version of LEDGAR, a research set of 80,000 contract provisions from SEC filings, each labelled with one of 100 common provision types, 755 (0.94%) are labelled "Representations". That is a share of provisions, not of contracts. It is the 35th most common of the 100 provision types in this set.
These are provisions from contracts that public companies filed with the SEC — a reference point, not a rule for your contract.
Source: LEDGAR (Tuggener et al., 2020), LexGLUE version (Chalkidis et al., 2022), CC BY 4.0. Counts are ours.
What to watch for
- Statements about things outside your knowledge or control.
- No “to the best of my knowledge” qualifier.
- Statements that also promise something about the future, not just the signing date.
A realistic example
A freelancer warrants that the delivered photos “do not infringe any rights.” A stock image supplied by the client turns out to be unlicensed, and the client points to the warranty to claim against the freelancer.
What to ask for
- “To the best of my knowledge” where you cannot check a fact.
- Statements limited to your own work and materials, not the other side's.
Related terms: warranty period · indemnification · limitation of liability
Related guide: Most common risky contract clauses
See how representations and warranties read in your contract — 👉 Analyze your contract free — your first analysis is free, no card, no deadline to use it.
Not legal advice. This is an educational definition of a common contract term. Details vary by jurisdiction — this page explains common U.S. usage. For high-stakes agreements, have a lawyer review the final version.