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Representation and warrant clause of contract drafting

Time:2014-03-13 Hit:294


Representation and warrant clause of contract drafting

  1. Each party hereby represents and warrants that:It is duly organized and registered and in good standing in PRC, has the power and authority to enter into and perform this contract and any other agreements and documents executed or delivered by it in connection therewith; and 
  2. This contract has been duly executed and delivered on its behalf and constitutes its legal, valid, binding and enforceable obligation, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditor rights; and 
  3. There are no existing arrangements or agreements with third parties, the term of which prevent the parties from entering into this agreement or which would impede the performance of its obligation under the contract.
  4. Party A represents and warrants that it has full power and authority to enter into, perform and comply with its obligations under this contract; this contract has been duly executed and delivered by party A and, subject to the approval by the governmental authorities (if required) constitutes legal, valid, binding and enforceable obligations of party B in accordance with its terms.
  5. Party A guarantees that its the legitimate owner of all the exclusive know-how and technical information supplied to Party B according to the stipulations of the contract, and that party A is lawfully in a position to transfer the know-how to party A. If accusation if infringing the rights of third parties occurs, Party A shall be responsible for dealing with the third parties and bear the full legal and financial responsibilities arising therefrom.
  6. Party A guarantees that the documentation supplied by party A shall be complete, correct, legible, and dispatched within the stipulated period in this contract. If the documentation is not in conformity with the stipulations in the annex hereto, party A shall within the shortest possible time but not later than thirty days after receipt of the party B's written notice, dispatch free charge to Party B the missing or the correct and legible documentation.
  7. Party A owns, or it is licensed or otherwise possesses legally enforceable rights to use, sell, or otherwise dispose of all of the ABC intangible assets and all of the other ABC intellectual property rights, to the extent necessary, with respect thereto granted.
  8. The seller shall guarantee that the goods supplied by the seller are made of the best material, with first-class workmanship, brand new, unused, and correspond in all respect with the quality, specifications, and performance as stipulated in this contract. The seller shall also guarantee that the goods, when correctly mounted and properly operated and maintained, shall give satisfactory performance for a period of three years starting from the date on which the goods arrive at the port of destination.

 

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