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Allocating Patent Infringement Risk in Contracts: Structuring Warranties, Limitations of Liability, Indemnities

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Thursday, May 21, 2020

Recorded event now available

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This CLE course will prepare counsel to patent owners, licensees, and licensors to protect their interests by allocating infringement risks during negotiations of warranties, limitation of liability, and indemnification provisions in patent contracts. The panel will offer best practices for negotiating and structuring provisions to allocate risk.


In many agreements, the parties use or license the other party's intellectual property, or one party uses or licenses its IP for the other party's benefit. However, such use comes with some risks, including infringement claims and disputes over ownership. To manage the potential risks, counsel must include critical contract provisions to shift and mitigate this risk.

Several contract clauses can manage and shift IP risk. However, the interplay between critical provisions, such as the warranty, limitation of liability, and indemnification clauses, often are points of contention in contract negotiations.

Listen as our authoritative panel of patent attorneys examines the interplay of the warranty, limitation of liability, and indemnification clauses in contracts involving patents. The panel will highlight case law in which courts have interpreted the issues presented and will provide best practices to protect clients' interests.



  1. Contract clauses to manage IP risk
    1. Warranties
    2. Limitation of liability
    3. Indemnification
  2. Interplay between risk management clauses
  3. Court interpretation
  4. Best practices for shifting IP risk


The panel will review these and other noteworthy issues:

  • What should patent counsel consider when structuring warranties and limitation of liability provisions?
  • What is the interplay among indemnities, limitations of liability, and warranties?
  • What approaches should counsel use to protect a client's interests when negotiating indemnification provisions?


Giltinan, William
William (Ty) Giltinan

Carlton Fields

Mr. Giltinan is the intellectual property and technology practice group leader. He is a licensed patent attorney whose...  |  Read More

Yost, Eleanor
Eleanor M. Yost

Carlton Fields

Ms. Yost represents clients in a broad range of intellectual property matters, including patent and trademark, appeals,...  |  Read More

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