IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk

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


Conducted on Tuesday, September 1, 2015

Recorded event now available

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Program Materials

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

Description

Indemnification provisions are often overlooked but are an extremely important part of any IP agreement. Effective drafting and negotiation of indemnification provisions are key to protecting business interests and minimizing litigation costs.

When structuring indemnification provisions, in addition to considering who is covered and who is indemnifying whom, counsel must keep in mind who will control the defense in litigation. Further, inclusion of limitation of liability provisions will reduce the risk and decrease the incentive for litigation, but counsel should consider the types of damages, claims and activities that are covered.  

Counsel to all parties must carefully consider the scope of liability covered by the indemnification obligation, as well as liability triggers and indemnification of third parties, when negotiating the contract terms.

Listen as our authoritative panel of IP attorneys examines indemnification and limitation of liability provisions in IP agreements and what factors IP counsel should account for when negotiating and drafting these provisions. The panel will offer best practices for negotiating and structuring these provisions to allocate risk.

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Outline

  1. Agreements in which indemnification and limitation of liability provisions are likely to appear
  2. Common structures for indemnification provisions
  3. Common structures for limitation of liability provisions
  4. Best practices for negotiating and structuring these provisions to allocate risk

Benefits

The panel will review these and other key issues:

  • What IP-specific issues should be considered when structuring indemnification and limitation of liability provisions in IP agreements?
  • What are the most commonly disputed issues when negotiating indemnification and what are some effective strategies for resolving them?
  • What approaches should counsel use to protect a client’s interests when negotiating an indemnification provision?

Faculty

Sprang, Kenneth
Kenneth A. Sprang

Managing Member
Washington International Business Counsel

Mr. Sprang counsels and represents domestic and international clients in a wide range of corporate, business and...  |  Read More

Daniel Winston
Daniel Winston

Partner
Choate Hall & Stewart

Mr. Winston has represented clients in significant IP and commercial cases throughout the U.S. for over 20...  |  Read More

Younkin, Jeremy A.
Jeremy Younkin

Partner
Foley Hoag

Mr. Younkin represents clients in patent litigation and other technology-related disputes. He has represented clients...  |  Read More

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