Accuracy of representations clause: Copy, customize, and use instantly
Introduction
An accuracy of representations clause ensures that all representations made by the parties in the agreement are true and accurate to the best of their knowledge. This clause holds each party accountable for any misstatements or omissions, providing a mechanism for remedies if a representation turns out to be false. It is essential for building trust between the parties and mitigating the risks of fraud or misrepresentation.
Below are templates for accuracy of representations clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard accuracy of representations clause
This variation establishes the accuracy of representations.
Each party represents and warrants that all statements, information, and data provided in connection with this agreement are true, accurate, and complete. Any misrepresentation or omission by either party that affects the performance of this agreement may result in immediate termination or other legal remedies.
Accuracy of representations clause with remedy for misrepresentation
This variation provides a remedy for misrepresentation.
Each party represents and warrants that the representations made in this agreement are true and accurate to the best of their knowledge. In the event that any representation is found to be false or misleading, the affected party may seek appropriate remedies, including indemnification for any damages incurred as a result.
Accuracy of representations clause with disclosure obligation
This variation includes a disclosure obligation.
Both parties represent and warrant that all facts, information, and representations disclosed in connection with this agreement are accurate, complete, and not misleading. If any party discovers that any representation or disclosure is inaccurate, they are obligated to promptly notify the other party in writing.
Accuracy of representations clause with a knowledge standard
This variation includes a knowledge standard for accuracy.
Each party represents and warrants that, to the best of their knowledge, all information, statements, and representations provided in connection with this agreement are true and accurate. If any information turns out to be false, the party making the representation will be liable for any damages resulting from the inaccuracy.
Accuracy of representations clause with indemnification for false statements
This variation includes indemnification for false statements.
The parties agree that all representations made under this agreement are true and correct. If any representation is later determined to be false, the party making the false representation agrees to indemnify and hold the other party harmless from any costs, damages, or losses resulting from the misrepresentation.
Accuracy of representations clause with liability for inaccuracies
This variation includes liability for inaccuracies.
Each party represents and warrants that all statements, information, and representations provided under this agreement are true, accurate, and complete. In the event that any representation proves to be false, inaccurate, or misleading, the party that made the misrepresentation will be held liable for any damages, losses, or expenses incurred as a result, including reasonable legal fees and costs associated with correcting the false representation.
Accuracy of representations clause with continuous accuracy requirement
This variation includes a continuous accuracy requirement.
Both parties represent and warrant that all representations made in connection with this agreement are true and accurate as of the effective date. The parties agree to update or correct any inaccuracies in their representations as soon as they become aware of them during the term of this agreement. Any misrepresentation that is not promptly corrected may result in immediate termination of this agreement or other appropriate legal action.
Accuracy of representations clause with third-party verification
This variation includes third-party verification.
Each party represents and warrants that all statements, information, and representations provided under this agreement are true, accurate, and complete to the best of their knowledge. If the accuracy of any representation is in question, the parties agree to allow third-party verification at the request of either party. Any discrepancies found through third-party verification will be addressed, and the responsible party will be liable for any resulting damages.
Accuracy of representations clause with exclusion for unintentional errors
This variation provides an exclusion for unintentional errors.
Both parties represent and warrant that all information, statements, and representations made in connection with this agreement are true, accurate, and complete. However, if any inaccuracies arise due to an unintentional error or omission, the party responsible for the error agrees to correct the mistake promptly and will not be liable for damages unless the misrepresentation was made knowingly or with intent to deceive.
Accuracy of representations clause with ongoing updates
This variation includes a provision for ongoing updates.
Each party represents and warrants that all representations made in this agreement are accurate and truthful at the time they are made. If, during the term of this agreement, any representation is found to be inaccurate, incomplete, or misleading, the party making the representation will promptly update or revise the statement and notify the other party of the change. The parties agree to adjust the terms of this agreement if necessary to reflect any updates to these representations.
Accuracy of representations clause with right to terminate for misrepresentation
This variation includes the right to terminate for misrepresentation.
Both parties represent and warrant that all statements, information, and representations made in connection with this agreement are true, accurate, and complete. If any representation is later found to be false, inaccurate, or misleading, the non-breaching party has the right to terminate this agreement immediately and seek damages for any losses caused by the misrepresentation.
Accuracy of representations clause with specified consequences for false statements
This variation outlines specific consequences for false statements.
Each party represents and warrants that all statements made in this agreement are true, accurate, and complete. If any representation is proven to be false, the party making the false statement will be required to compensate the other party for any direct or indirect losses incurred as a result of the false statement. Additionally, the non-breaching party may choose to terminate the agreement or seek other legal remedies.
Accuracy of representations clause with mutual responsibility for accuracy
This variation assigns mutual responsibility for accuracy.
Both parties represent and warrant that all representations made in connection with this agreement are true, accurate, and complete. Each party is responsible for ensuring the accuracy of their own representations and acknowledges the potential impact of any false or misleading statements on the other party. Both parties agree to cooperate fully in the event that a misrepresentation is discovered and take corrective action.
Accuracy of representations clause with right to audit for verification
This variation includes an audit right for verification.
Both parties agree that all representations made under this agreement are true, accurate, and complete. To ensure the accuracy of these representations, the non-breaching party has the right to audit the other party's records and information, including financial documents, at reasonable intervals. If any misrepresentation is found during the audit, the breaching party will be required to correct the issue and compensate the non-breaching party for any resulting damages.
Accuracy of representations clause with indemnity for misstatements
This variation includes an indemnity for misstatements.
Each party represents and warrants that all representations made in connection with this agreement are true, accurate, and complete. If any representation is found to be false, the party making the false statement agrees to indemnify and hold the other party harmless from any claims, losses, or expenses that arise as a result of the misrepresentation, including legal fees and costs associated with the correction of the false statement.
Accuracy of representations clause with specific disclosure of exceptions
This variation includes specific disclosure of exceptions.
Both parties represent and warrant that all statements, information, and representations made under this agreement are true, accurate, and complete, except where specifically disclosed otherwise. Any material exceptions or limitations to the accuracy of a representation must be disclosed to the other party in writing. If a misrepresentation is found, the affected party will be entitled to seek remedies or terminate the agreement.
Accuracy of representations clause with reliance on third-party representations
This variation includes reliance on third-party representations.
Each party represents and warrants that the information they provide in connection with this agreement is true, accurate, and complete, based on the best of their knowledge. If either party has relied upon third-party information in making representations, they will disclose such reliance. Any misrepresentation by a third party that affects the accuracy of the representations may result in liability for the responsible party.
Accuracy of representations clause with a review period for accuracy
This variation includes a review period.
Both parties represent and warrant that all representations made in this agreement are true, accurate, and complete. Following the execution of the agreement, both parties will have [specified number] days to review the representations and notify the other party of any inaccuracies or necessary corrections. Failure to notify within the review period will result in the representations being considered final and accurate.
Accuracy of representations clause with required warranties for third-party transactions
This variation requires third-party transaction warranties.
The parties represent and warrant that all statements and information provided are true and complete. In the case of third-party transactions that may affect the accuracy of these representations, each party must obtain appropriate warranties from the third party that their representations are also accurate. Any failure by a third party to fulfill their warranty may result in liability for the party that relied on their representation.
Accuracy of representations clause with indemnity for inaccurate representations
This variation includes an indemnity for inaccurate representations.
Both parties represent and warrant that all statements made under this agreement are true, accurate, and complete. If any representation proves to be false or misleading, the party making the misrepresentation agrees to indemnify the other party for any damages, losses, or liabilities arising from the false representation, including legal costs and expenses related to the misrepresentation.
Accuracy of representations clause with remedy for fraud or negligence
This variation includes a remedy for fraud or negligence.
Each party represents and warrants that all statements and representations made under this agreement are true and accurate. If any representation is later found to be false due to fraud or negligence, the non-breaching party will have the right to terminate the agreement, seek damages, and pursue other remedies as necessary to address the consequences of the misrepresentation.
Accuracy of representations clause with financial statement accuracy
This variation includes a provision about financial statement accuracy.
Both parties represent and warrant that any financial statements provided in connection with this agreement are true, accurate, and complete. The parties agree that any material misstatements or omissions in the financial statements will be addressed immediately, and the party responsible for the misstatement will bear the costs of rectifying the issue, including any legal fees incurred.
Accuracy of representations clause with continued accuracy during the term
This variation includes a requirement for continued accuracy.
Each party represents and warrants that all representations made in connection with this agreement are true and accurate at the time of execution. Throughout the term of this agreement, each party agrees to promptly update and correct any representation if it becomes inaccurate or incomplete, ensuring the ongoing accuracy of all statements made.
Accuracy of representations clause with disclosure of prior disputes
This variation includes disclosure of prior disputes.
Both parties represent and warrant that all information provided is true and complete. If either party has been involved in any material legal disputes, claims, or actions that could affect the accuracy of the representations made, they agree to disclose such matters to the other party before entering into this agreement. Failure to disclose relevant disputes will result in liability for any damages caused by the omission.
Accuracy of representations clause with updates based on audit findings
This variation includes updates based on audit findings.
Both parties agree that the representations made in connection with this agreement are true, accurate, and complete. If an audit reveals any discrepancies or inaccuracies in the representations, the party responsible will promptly correct the misrepresentation. Any costs associated with the audit and correction will be borne by the party making the false representation.
Accuracy of representations clause with right to request supporting documentation
This variation includes the right to request supporting documentation.
Each party represents and warrants that all information and representations provided under this agreement are true, accurate, and complete. The non-breaching party has the right to request supporting documentation to verify the accuracy of any representation. Failure to provide satisfactory documentation will be considered a breach of this agreement.
Accuracy of representations clause with a fixed period for addressing misrepresentations
This variation includes a fixed period for addressing misrepresentations.
Both parties agree that all representations made under this agreement are true, accurate, and complete. If any misrepresentation is discovered, the party responsible must notify the other party within [specified period] and correct the inaccuracy within [specified period] following the notification. If the misrepresentation is not corrected within this timeframe, the non-breaching party may terminate the agreement.
Accuracy of representations clause with provision for independent verification
This variation includes independent verification.
Both parties represent and warrant that all representations are true and accurate. Either party may request independent verification of the accuracy of these representations by an external auditor or third-party verifier. Any discrepancies identified through the verification process will be addressed, and the responsible party will bear the cost of any corrective actions needed.
Accuracy of representations clause with impact on governing law
This variation specifies the impact on governing law.
Both parties represent and warrant that all information and representations made under this agreement are true, accurate, and complete. If any misrepresentation is found, the non-breaching party may choose to terminate the agreement, and the law governing the agreement will apply in resolving any disputes or seeking damages due to the misrepresentation.
Accuracy of representations clause with limitations on liability for inadvertent errors
This variation includes limitations on liability for inadvertent errors.
Each party represents and warrants that all statements and information provided in this agreement are true and accurate. However, if any representation is found to be inaccurate due to an inadvertent error or misunderstanding, the party making the error will not be liable for any consequential damages, provided the error is corrected promptly upon discovery.
Accuracy of representations clause with review and audit rights
This variation includes review and audit rights.
Both parties represent and warrant that all information provided in connection with this agreement is true, accurate, and complete. The non-breaching party reserves the right to periodically review and audit the representations made to ensure accuracy. Any discrepancies found during the review will be addressed immediately, and the responsible party will bear the cost of correcting any inaccuracies.
Accuracy of representations clause with exclusions for future events
This variation excludes representations for future events.
Each party represents and warrants that all statements and information made under this agreement are true and accurate as of the effective date. However, neither party is responsible for representing the accuracy of future events or conditions that may arise after the effective date of the agreement. Any future misrepresentation will be addressed under the terms of the agreement as they occur.
Accuracy of representations clause with joint responsibility
This variation includes joint responsibility for accuracy.
Both parties jointly represent and warrant that all statements, facts, and information provided under this agreement are true, accurate, and complete. Each party agrees to ensure the accuracy of the information provided, and any misrepresentation or omission will result in both parties being responsible for the correction and any associated consequences.
Accuracy of representations clause with corrective action for false statements
This variation includes corrective action for false statements.
Each party represents and warrants that all statements and representations made in connection with this agreement are true, accurate, and complete. If a party determines that a statement is false or misleading, they agree to take immediate corrective action, including revising the representation and notifying the other party of the correction within [specified period].
Accuracy of representations clause with notification of inaccuracy
This variation includes a notification of inaccuracy.
Both parties represent and warrant that all information and representations provided are true and accurate. If either party becomes aware of any inaccuracy, they must promptly notify the other party in writing within [specified number] days. The affected party must then correct the inaccuracy and bear any associated costs.
Accuracy of representations clause with right to terminate for misrepresentation
This variation includes a right to terminate for misrepresentation.
Each party represents and warrants that all information provided is true, accurate, and complete. If any misrepresentation is discovered, the non-breaching party has the right to terminate this agreement immediately. The terminating party will not be liable for any further obligations under the agreement after such termination.
Accuracy of representations clause with indemnification for losses
This variation includes indemnification for losses.
Both parties represent and warrant that all statements and information provided in connection with this agreement are true, accurate, and complete. If any misrepresentation causes damages or losses to the non-breaching party, the party making the false representation agrees to indemnify the non-breaching party for all resulting costs, including legal fees.
Accuracy of representations clause with updates for evolving situations
This variation includes provisions for updates.
Each party represents and warrants that all statements made are true and accurate as of the effective date of the agreement. Both parties agree to update any representations as new information becomes available or if circumstances change during the term of this agreement. Failure to provide such updates will be considered a breach of the agreement.
Accuracy of representations clause with reliance on third-party certifications
This variation includes reliance on third-party certifications.
Both parties represent and warrant that all information provided in connection with this agreement is true and accurate. If any representation is based on third-party certifications, the party making the representation agrees to provide evidence of such certifications upon request. Any discrepancies in the third-party certification will be addressed in accordance with the agreement terms.
Accuracy of representations clause with consequences for intentional misrepresentation
This variation addresses intentional misrepresentation.
Each party represents and warrants that all statements, facts, and information provided are true and accurate. If a party is found to have intentionally misrepresented any information, the non-breaching party will have the right to terminate this agreement and seek damages for any harm or loss caused by the intentional misrepresentation.
Accuracy of representations clause with limitation of liability for non-material misrepresentations
This variation limits liability for non-material misrepresentations.
Both parties represent and warrant that all statements and information provided are true and complete. In the event of a non-material misrepresentation, the liability of the misrepresenting party will be limited to correcting the misrepresentation. The non-breaching party will not be entitled to further damages, except for direct losses caused by the misrepresentation.
Accuracy of representations clause with affirmative obligation to verify
This variation includes an affirmative obligation to verify.
Each party represents and warrants that all statements made are true, accurate, and complete. Both parties agree to verify any critical representations, particularly those that affect performance or obligations under the agreement, before relying on them. Failure to verify, where applicable, will not absolve the party from responsibility for the accuracy of their representations.
Accuracy of representations clause with continuation of obligations post-termination
This variation includes post-termination obligations.
Both parties represent and warrant that all statements, information, and representations made in connection with this agreement are true, accurate, and complete. If any representation proves false and the agreement is terminated, the terminating party’s right to seek damages or enforcement of remedies remains in effect, regardless of the termination.
Accuracy of representations clause with formal certification
This variation includes a formal certification of accuracy.
Each party represents and warrants that all statements and information provided under this agreement are true, accurate, and complete. The parties agree to provide a formal certification of accuracy at regular intervals or upon request, confirming that all representations remain accurate and up-to-date.
Accuracy of representations clause with clarification of materiality
This variation clarifies the materiality of representations.
Each party represents and warrants that all statements, facts, and information provided are true, accurate, and complete. For the purposes of this agreement, any misrepresentation that materially affects the ability of either party to fulfill their obligations under the agreement will be considered a breach, entitling the non-breaching party to terminate the agreement.
Accuracy of representations clause with right to inspect records
This variation includes the right to inspect records.
Both parties represent and warrant that all representations and statements made under this agreement are true, accurate, and complete. The non-breaching party has the right to inspect the other party’s records, documents, and information to verify the accuracy of the representations made, especially if there are concerns of misrepresentation.
Accuracy of representations clause with responsibility for third-party statements
This variation includes responsibility for third-party statements.
Each party represents and warrants that all representations made in connection with this agreement are true and accurate. If a party has relied on third-party information or statements, they will take full responsibility for the accuracy of those representations and ensure that any inaccuracies by third parties are disclosed to the other party.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.