Whenever you are drawing up an agreement or a contract, there are two things to bear in mind. Of course the first thing you need to realize is that every warranty is an implied contract, and every contract contains implied warranties. The implied distinction there is crucial. I can't overstate the cruciality of it. You also have to ask: how clear must the language be? The answer: "very clear indeed, my friend!" If there is any room at all for dispusal, you run the very real risk that the least favorable interpretation will prevail when the chips are down. Often those who are so smug in their own obtuseness find that they've misplaced a word a little to close to being interpretable, and ended up outsmarting themselves and their clients. Next stop: a black eye in the reputation department, and a fat stipend to be extracted from the bruised wallets of those who should have known better. Better to have kept it clear in the first place, wouldn't you have said?
The next step to understanding your position is to take a closer look at the underpinnings of the whole she-bang. Who said what where first may not be relevant here. In fact, it's far more likely to backfire, depending on the specifics. A blunter approach is called for: all the concerned parties should meet together in one of those rooms with a big table in it, and hash things out in a very tense standoff-like atmosphere, like one of those scenes in a movie.
An alternate approach is the ever-popular two-ostensibly-antagonistic-lawyers-meet-informally-and-haggle-out-the-fates-of-their-respective-clients'-lives-while-eating-lunch-and-cracking-off-color-jokes. This approach may work, but unless you're one of the two lawyers you are bound to miss out on the whole unfolding aspect of it.
Which might not be a bad thing, depending on your personal preference.
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