Warranties: Right to Disclose

Warranties: Right to Disclose

A major exception to the general “as is”/no warranty approach centers on a party’s right to disclose information. The receiving party does not want to receive information which the disclosing party is not authorized to disclose (usually third-party information), which could expose the receiving party to third-party liability. Accordingly, the parties may wish to require the disclosing party to warrant that it has the right to disclose such information:

Exemplar N27C-1

Each party warrants that it has the right to make disclosures under this Agreement. No other warranties, express or implied are made by either party under this agreement. Confidential information is provided “as is” with no warranty as to its accuracy or completeness.

Exemplar N27C-2

Each party represents and warrants that it has the right to disclose Confidential Information under the terms and conditions of this Agreement without violating the legal rights of, or its contractual obligations to, any third party.

Exemplar N27C-3

Each Discloser warrants that it has the right to make the disclosures under this Agreement. Each Recipient warrants that its participating Associates will protect Confidential Information in accordance with the terms of this Agreement. THE PARTIES MAKE NO OTHER WARRANTIES. ANY DISCLOSED INFORMATION IS PROVIDED "AS IS."

Exemplar N27C-4

Each Disclosing Party warrants that it has the full right to enter into this Agreement and to disclose Confidential Information in accordance with this Agreement. Otherwise, no warranty, express or implied, in the Confidential Information disclosed is granted by this Agreement, and WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

As an alternative to warranting the right to disclose, the parties can also agree contractually not to disclose information that would violate the proprietary rights of any third party:

Exemplar N27C-5

Neither party will communicate any information to the other party in violation of the proprietary rights of any third party. Each party otherwise disclaims all warranties regarding all its Confidential Information disclosed pursuant to this Agreement, including all warranties as to accuracy or utility of such Confidential Information.