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

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

Conducted on Thursday, October 8, 2020

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 by use of indemnification and limitation of liability provisions in the agreement. The panel will offer best practices for negotiating and structuring these provisions to effectively allocate risk between the parties.

Description

Indemnification provisions are often overlooked but are an essential part of any IP agreement. Effective drafting and negotiation of indemnification provisions are crucial to protecting valuable business property interests, reducing the risk of future litigation, and minimizing litigation costs if a dispute arises.

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. Given these litigation concerns, counsel should consider the types of damages, claims, and activities to cover in the agreement.

Counsel to all parties must carefully consider the scope of liability covered by the indemnification obligation and any exclusions, 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, including common exclusions from liability
  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

Kacedon, D. Brian
D. Brian Kacedon
Partner
Finnegan Henderson Farabow Garrett & Dunner

Mr. Kacedon is a recognized authority in IP transactions having drafted and negotiated hundreds of agreements across...  |  Read More

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

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