Representations and warranties

In a contract, a representation is a statement of existing fact made to induce the other parties to sign; if it is false, they may be able to treat the contract as void. A warranty is a promise to perform to a standard; if it is broken, the other parties may more easily terminate or claim breach.

What the Agreement contains. Because SMART IRB has no central body that substantively verifies eligibility, each Participating Institution expressly represents and warrants in its Joinder that it meets the eligibility criteria in §§1.1–1.3 (§1.4.1). That is the only express representation or warranty. The Agreement does not elevate any substantive obligation over any other; simple agreement to comply with each responsibility is considered sufficient protection. Joining or declining the Indemnification Addendum has no bearing on eligibility (§4.10).

What it does not contain. Unlike some reliance agreements, the Agreement includes no disclaimers of representations or warranties, express or implied. A party that disclaims representations is saying "do not rely on any statement of fact I have made"; a party that disclaims warranties is saying "I make no guarantee about how what I provide will perform." The Agreement does neither.

See also - What are the eligibility criteria? - The optional Indemnification Addendum