Warranty - Disclaimers & Limitations
Contract Type:
NDA
Jurisdiction:
The Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information. The Disclosing Party shall not be liable for any errors or omissions in the Confidential Information.
Explanation
This clause limits the disclosing party's liability relating to the confidential information:
- The discloser does not guarantee the confidential data is completely accurate or error-free.
- They make no warranties about the quality or integrity of the confidential information.
- The discloser is not liable for any inaccuracies, errors, or omissions in the confidential data.
- The recipient cannot hold the discloser legally responsible for flaws or defects in the shared confidential information.
In plain terms, this clause disclaims liability for the discloser if the confidential information has defects or mistakes.
The recipient cannot make legal claims against the discloser based on quality issues with the confidential data.
Historically, recipients of confidential information via agreements expected reliability and accuracy.
However, disclosers dealt with imperfect internal data and processes. They risked liability if recipients incurred costs from flawed confidential data.
Parties began inserting express disclaimers stating no warranties existed around quality of shared confidential information. This aimed to prevent recipients from legally pursuing disclosers over inaccuracies.
Such clauses proliferated as standard disclaimers in contracts where quality control was limited. They became important for disclosers to manage liability in sharing unpredictable or unverified confidential data.
Over time, courts upheld such disclaimers, preventing breach of warranty claims absent intentional misrepresentation. This provided disclosers reasonable protection when exposing confidential information to aid transactions and collaborations.
In effect, warranty disclaimers evolved allowing freer exchange of sensitive confidential data without liability for inherent flaws. They enabled disclosers to share imperfect internal information to facilitate business deals and ventures, without repercussions over integrity issues outside their control.
Limiting liability became vital to productive confidential data transfers.
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