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

A live 90-minute premium CLE video webinar with interactive Q&A


Tuesday, October 12, 2021

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926

This CLE course will prepare counsel to IP owners, licensees, and licensors to protect their interests by allocating infringement risks during negotiations using 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, the parties must, of course, consider who is indemnifying whom and will the indemnifying party also be responsible for defending any litigation. In addition, counsel must carefully consider the scope of liability covered by the indemnification obligation including who is covered, what claims will be covered, and any exclusions.

Further, the parties should consider inclusion of limitation of liability provisions to reduce the risk and decrease the incentive for litigation. Counsel should also consider the types of damages, claims, and activities to cover in the agreement.

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

Collins, Lisa
Lisa N. Collins

Partner
BakerHostetler

Ms. Collins leads the firm’s Patent Indemnification team where she has diverted and recovered more than nine...  |  Read More

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

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