Warranty and Disclaimer Clause
What it is
A warranty clause defines what you promise about your work product: that it will function as described, be free from defects, or meet specific standards. A warranty disclaimer removes promises the other side might otherwise assume. Together, they determine what you are responsible for if something goes wrong with the deliverable after delivery.
Why it matters to you
The problem with warranty clauses runs in both directions. A one-sided disclaimer that eliminates all warranties on your behalf while leaving you subject to the client's broad warranty expectations creates a gap that tends to resolve against you in a dispute. Conversely, an express warranty of merchantability or fitness for a particular purpose can obligate you to fix or replace work long after the contract has been paid and closed. The right structure is explicit about what you promise and what you do not.
The aggressive version
This disclaimer protects only the client — it limits your ability to disclaim your own obligations while eliminating their implied obligations to you.
CONTRACTOR WARRANTS THAT ALL DELIVERABLES WILL CONFORM TO THE SPECIFICATIONS AND BE FREE FROM MATERIAL DEFECTS FOR A PERIOD OF ONE (1) YEAR FOLLOWING ACCEPTANCE. CONTRACTOR SHALL, AT ITS EXPENSE, PROMPTLY REMEDY ANY DEFECT OR NON-CONFORMANCE REPORTED WITHIN THE WARRANTY PERIOD. CLIENT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY FEEDBACK, MATERIALS, OR RESOURCES PROVIDED BY CLIENT.
What each part does to you
“free from material defects for a period of one (1) year”
A full year of post-delivery support at no additional cost, for any issue that can be classified as a defect. This is well above standard for most project-based work.
“At its expense, promptly remedy”
You bear the cost of fixing any claimed defect, with no definition of what "promptly" means or what qualifies as a defect.
“CLIENT MAKES NO WARRANTIES”
While imposing a broad warranty on you, the client disclaims all warranties on their own contributions — the materials, feedback, and resources they provide for your use.
The market standard version
A balanced warranty structure makes specific, limited promises about quality and sets a defined period for reporting issues.
Contractor warrants that: (a) Services will be performed in a professional and workmanlike manner; and (b) deliverables will materially conform to the written specifications at the time of delivery. Contractor's sole obligation for breach of warranty is to re-perform the non-conforming portion of the Services within a commercially reasonable time. This warranty expires thirty (30) days after Client's acceptance of the relevant deliverable. EXCEPT AS EXPRESSLY SET FORTH ABOVE, CONTRACTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED.
Your counter-language
This version makes a professional quality promise without creating open-ended repair obligations or an extended warranty period.
Contractor warrants that deliverables will materially conform to the specifications agreed in writing at the time of contract. Client must notify Contractor in writing of any non-conformance within thirty (30) days of acceptance. Contractor's sole obligation for non-conforming work is to correct the specific deficiency identified by Client within a commercially reasonable time, at Contractor's expense. Contractor makes no other express or implied warranties. Any changes requested after acceptance constitute new work subject to a separate agreement.
What to ask for
“Can we define what counts as a warranty defect, tied to the written specifications, rather than open-ended conformance to unspecified expectations?”
“Can we shorten the warranty period to 30 days post-acceptance rather than a full year?”
“Can we make your warranty obligations symmetric — if you provide materials with defects that affect my deliverables, that falls within your warranty, not mine?”
Related clauses and guides
Related clause
Limitation of Liability Clause
A limitation of liability clause caps the maximum financial exposure of one or both parties if something goes wrong.
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Indemnification Clause
An indemnification clause is a promise to cover the other party's losses if certain events occur.
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ClauseCheck is not a law firm and does not provide legal advice. The clause examples and counter-language on this page are illustrative only and are not a substitute for advice from a qualified attorney. Contract terms vary by context; consult a lawyer before making decisions on any specific agreement.
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