Clause Guide
Representation Clause clause: meaning, risks, and what to negotiate
Contains statements of fact that one party says are true when entering the contract.
What it means
If a representation turns out to be false, it may give the other party grounds for legal claims or termination.
Common risks
3 risks identifiedRepresentations may be too broad.
They may cover facts outside your direct control.
False representations can trigger liability.
What to check before signing
ChecklistWhat facts are being represented as true?
Are the representations qualified by knowledge or materiality?
Do they survive after signing?
Negotiation ideas
ActionableAdd knowledge qualifiers where appropriate.
Limit representations to material facts.
Remove statements you cannot verify.
Example clause
Each party represents that it has full authority to enter into and perform this Agreement.
Frequently asked questions
1 questionsWhat is a representation in a contract?
It is a statement of fact that one party gives to the other when making the agreement.
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