Do Not Let Warranties Become Casual Promises
Differentiate representations, warranties, and operating covenants when reviewing risk clauses.
Warranty language gets dangerous when it sounds reassuring instead of measurable. Representation A representation states a fact. It answers: what is true now or at signing? Examples include authority, ownership, no conflict, and no pending claim. Warranty A warranty guarantees quality or performance. It answers: what level of product or service conformity is promised? Good warranty drafting states the standard, the time period, and the remedy. Covenant A covenant is an operating promise. It answers: what will a party keep doing or avoid doing? Security, compliance, subcontractor management, and cooperation often belong here rather than in broad absolute warranty language.
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