In a contract, a "representation" is a statement regarding an existing fact that is made to encourage the other party(ies) to enter the contract. If the statement is not true, the other party(ies) may be able to get out of the contract as if it never existed. A “warranty” is a promise to perform in accordance with some standard or expectation, essentially a guarantee. If a warranting party fails to so perform, the other party(ies) may be able to more easily terminate the contract or make a claim for breach of contract. Representations and warranties may be express or may be implied. Because SMART IRB does not have a central oversight or compliance body that will substantively review or verify eligibility for participation, it was determined that each Participating Institution should explicitly “represent and warrant” in the Agreement that it meets all eligibility criteria for participation. The Agreement does not contain other express representations or warranties or otherwise elevate any of the substantive obligations pertaining to provision and receipt of IRB review services over any other; the expectation is that simple agreement to comply with each substantive responsibility is sufficient to protect the Participating Institutions.
However, in contrast to some reliance agreements, the Agreement also does not contain any disclaimers of representations or warranties, express or implied. Generally speaking, when a party "disclaims" all representations, it is saying "I am not making statements of fact on which any other party should rely in deciding whether to enter this contract." When a party “disclaims” all warranties, it is saying, "I am not promising that what I am providing under this contract will perform in accordance with any standard or function as expected – I am making no guarantees."