Warranty of Any of Confidential Information
Contract Type:
NDA
Jurisdiction:
Each Party warrants that any Confidential Information disclosed by it shall: (a) be disclosed in good faith; (b) be owned by or licensed to the disclosing Party; and (c) not infringe the rights of any third party. Save as expressly set out in this Agreement, no warranty is given in respect of the Confidential Information, including as to its accuracy or completeness. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
Explanation
This clause covers warranties and disclaimers regarding the confidential information:
- Each party promises the confidential data they share is done in good faith and they own or have rights to it.
- They warrant the confidential information does not infringe on any third party's rights.
- Beyond these express warranties, no other warranties about the confidential data are given.
- Implied warranties related to accuracy, completeness, etc. are disclaimed and excluded to the extent legally allowed.
In plain terms, this clause states the disclosing party warrants they have the right to share the confidential data.
But they do not warranty other aspects like accuracy or completeness, unless expressly stated. Implied quality warranties are disclaimed.
Historically, confidential information sharing posed risks for recipients if disclosers lacked rights or disclosed in bad faith.
Similarly, disclosers faced liability if implying warranties around data integrity that proved false.
Parties began delineating express, limited warranties in their agreements to define responsibilities. Disclosers warranted legitimacy of sharing and ownership rights. This gave recipients recourse for bad faith or unauthorized disclosures.
Conversely, implied quality and accuracy warranties were disclaimed to protect disclosers. This balance aimed to facilitate disclosure for authorized purposes without undue liability.
Over time, delineated express warranties coupled with disclaimers became best practice. They upheld expectations while limiting unintended liability in good faith dealings. Courts generally upheld these clear allocations of responsibility.
Ultimately, tailored warranty clauses enabled productive confidential information sharing. Delineating narrowly scoped protections and disclaimers allowed disclosers and recipients to transact with clarity on risks versus recourse. Striking the right balance facilitated business collations dependent on confidential data.
In effect, express warranties and disclaimers evolved to enable confidential data utilization while fairly apportioning liability between the disclosing and receiving parties given the inherent limitations around shared sensitive information.
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