INCLUDE APPROPRIATE EXPRESS WARANTIES
Standard vendor agreements will likely disclaim all implied warranties, including any warranty that the technology or system will be suitable for any particular purpose. Vendors will not want to assume such open ended risk and liability. These disclaimers of implied warranties are permitted under the Uniform Commercial Code and appear in virtually every software related agreement. It is unlikely that you will be able to negotiate these standard disclaimers out of the agreement. It is essential, therefore, to have relevant and appropriate express warranties stated in the agreement. For example, the vendor should expressly warrant that the system or technology will conform to and perform in accordance with the functional requirements and specifications set forth in an exhibit to the agreement or as contained in the RFP and the vendor’s proposal. If possible you should also review any relevant specifications and documentation referred to in the agreement to make sure it is appropriate and sufficient. Additional warranties set forth in the agreement might require a prompt response time, limited down time, sufficient capacity or other performance features. If the system must generate timely reports, you should make sure that these requirements are clearly identified. If your business is concerned about compliance with certain federal and state laws and other special needs, you should make sure that you identify appropriate warranties of performance as part of the agreement.
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