# Breach of Warranty Agreement
**THIS BREACH OF WARRANTY AGREEMENT** ("Agreement") is made and entered into as of the ___ day of ____________, 20__, by and between:
**Party A**: [Full Name/Entity Name]
Address: [Address]
Email: [Email Address]
Phone: [Phone Number]
AND
**Party B**: [Full Name/Entity Name]
Address: [Address]
Email: [Email Address]
Phone: [Phone Number]
**RECITALS**
WHEREAS, Party A and Party B (collectively referred to as "Parties") have entered into an agreement for the purchase and sale of certain goods, services, or products (the “Original Agreement”) on the ___ day of ____________, 20__.
WHEREAS, Party A provided certain warranties regarding the quality and performance of such goods, services, or products, as specified in the Original Agreement.
WHEREAS, Party B claims that Party A has breached such warranties, resulting in damages.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:
## 1. **Definitions**
1.1 **Breach of Warranty**: The failure of a party to uphold the terms of any warranties provided in the Original Agreement, including but not limited to express warranties and implied warranties of merchantability and fitness for a particular purpose.
1.2 **Damages**: Any loss, cost, or expense incurred by the aggrieved party due to the breach of warranty.
## 2. **Breach of Warranty**
2.1 Party A acknowledges that the warranties provided in the Original Agreement have not been fulfilled as agreed, specifically regarding [describe specific warranties claimed to be breached].
2.2 Party A agrees to respond to Party B’s claims of breach by either fulfilling the warranty obligations or compensating Party B for damages arising from the breach.
## 3. **Damages**
3.1 If Party A is determined to be in breach of warranty, Party A shall compensate Party B for any and all damages incurred, which may include, but are not limited to:
- Direct damages
- Consequential damages
- Incidental damages
- Costs associated with replacement or repair of the goods or services
## 4. **Limitations**
4.1 Party A's liability under this Agreement shall be limited to the amount paid by Party B to Party A under the Original Agreement, except as required by law.
## 5. **Indemnification**
5.1 Party A agrees to indemnify, defend, and hold harmless Party B from any claims or damages arising out of or related to the breach of warranty detailed in this Agreement.
## 6. **Governing Law**
6.1 This Agreement shall be governed by and construed in accordance with the laws of the State of ____________.
## 7. **Dispute Resolution**
7.1 In the event of a dispute arising from or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through mediation.
7.2 If the dispute cannot be resolved through mediation, the Parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.
## 8. **Entire Agreement**
8.1 This Agreement constitutes the entire agreement between the Parties regarding the breach of warranty and supersedes all prior communications, agreements, or understandings, whether oral or written.
## 9. **Amendments**
9.1 Any amendment or modification to this Agreement must be in writing and signed by both Parties.
## 10. **Severability**
10.1 If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.
**IN WITNESS WHEREOF**, the Parties have executed this Breach of Warranty Agreement as of the day and year first above written.
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**Party A:**
_____________________________
[Name/Title]
Date: ________________________
**Party B:**
_____________________________
[Name/Title]
Date: ________________________
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*This document is intended for informational purposes only and should not be construed as legal advice. It is recommended to seek legal counsel before entering into any contractual agreement.*