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

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.

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 consider who is indemnifying whom and whether the indemnifying party will 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 the 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 as well as 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.