Compliance representations (reps) and warranties may seem like boilerplate, but the way they are negotiated can reveal – and help allocate – significant legal, reputational and deal risk. This article, the second in a series, examines how lawyers can tailor, negotiate and use those clauses to allocate risk, surface red flags and preserve deal value. Part one defined key terms and addressed why these contract clauses still matter, how they become outdated and what they reveal about corporate culture. The final installments will address verification and enforcement of reps and warranties and explore how compliance reps and warranties are evolving as risks shift. See “Key Terms and Negotiation Issues in Data Processing Agreements” (Sep. 13, 2023).