Representation and Warranties

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A key provision in any entertainment industry contract is the representation (reps) and warranties.

You may be thinking, “Does anyone look at those?”

While it is true this section has been relegated to boilerplate. Their importance in contracts, especially entertainment ones, is undeniable.

A contract requires finding the following factual elements:

a) an offer;

b) acceptance of the offer that results in a meeting of the minds;

c) a promise to perform;

d) valuable consideration;

e) details when performance must be made;

f) terms and conditions for performance; and

g) performance

Wait a sec… You said a valid contract = offer + acceptance + consideration with competence mixed in.

To be binding, you need a few more elements.

You didn’t think we get paid the big bucks for 4 elements, did you?

Returning to reps, these are statements that convince the parties to make the contract.

Warranties are the promises that the parties receive the benefit of their bargin.

So, a party committed to performing onsite should consider the impact closing borders could have on a rep and warranty that the party has obtained all authorizations and permits required to provide the services.

See how the wording becomes critical at the most inopportune times?