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Negotiating Indemnification Clauses to Allocate Patent Infringement Risk
A live 90-minute CLE webinar/teleconference with interactive Q&A
Sponsored by the Legal Publishing Group of Strafford Publications
Tuesday June 28, 2011 ~ 1:00pm-2:30pm EDT
Price: $297
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Please note: You will be taken to the Strafford website to complete your order. |
This CLE webinar will provide guidance for counsel to IP owners, licensees, and licensors to protect each party’s interests by allocating patent infringement risks when negotiating the indemnification provisions of a patent license or vendor contract.
Description
Indemnification provisions are a critical, but often overlooked, part of any patent agreement. Effective drafting and negotiation of indemnification provisions are key to protecting business interests and minimizing litigation costs.
Many businesses use their leverage to require indemnification provisions in vendor contracts that include detailed specifications to limit the vendor’s ability to design away from certain technology and then seek indemnification. Vendors must develop strategies to minimize their risks.
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 patent attorneys provides a detailed briefing on patent indemnity provisions, alternatives to patent indemnity, and potential pitfalls when drafting and negotiating indemnification clauses. The panel will outline strategies to avoid paying unnecessary patent litigation fees while ensuring the company’s interests are protected.
Outline
- Patent indemnity
- Type of transaction
- Definitions
- Sample clauses
- Application of UCC Article 2
- Applicable patent-related case law
- Negotiation and drafting issues — reps, warranties and limitations of liability
- Types of reps and warranties
- Scope of reps
- Scope of warranties
- Continuing warranties
- Limitations of liability
- Negotiation and drafting issues — indemnification clauses
- Allocating risk between seller and buyer
- Indemnities of the customer’s customer
- Failing to understand and consider intended uses of the product
- Timing of reimbursement
- Customer/licensee insurance to protect seller/licensor
- Applicable in pure patent/technology licenses?
- Coverage
- Beneficiaries
- Certificates
- No cancellation without notice provisions
Benefits
The panel will review these and other key questions:
- What are the key terms to address in the indemnification provision?
- What indemnification alternatives should parties consider when negotiating a license agreement or vendor contract?
- What strategies should counsel use to protect the company’s interest when negotiating an indemnification provision?
Following the speaker presentations, you’ll have an opportunity to get answers to your specific questions during the interactive Q&A.
Faculty
Ira A. Schreger, Partner
Vinson & Elkins, New York
He focuses primarily on the structuring, preparation, and negotiation of agreements for a broad range of intellectual property and technology-centered transactions, including license, technology transfer, trans-national joint venture, outsourcing, complex partnering, strategic alliance, royalty monetization, and merger and acquisition transactions.
Robert E. Krebs, Partner
Nixon Peabody, Palo Alto, Calif.
He focuses his practice on intellectual property litigation, patent prosecution, and patent portfolio analysis. He has current technical qualifications and extensive experience in telecommunications, electronics, software and medical device technologies.
Eleanor Hynes Yost, Attorney
Goodwin Procter, Washington, D.C.
Her practice focuses on protecting and enforcing patent, trademark, copyright, and other intellectual property rights. She counsels clients with respect to intellectual property transactions, particularly those involving software and data. She assists clients navigating government procurement and contract issues impacting rights in software, patent rights, and rights in technical data.
Register Today!
Price covers an unlimited number of staff at your office location. Can’t participate in the live seminar? A CD of the full event proceedings, including Q&A and PDF files of all handouts, will be available 10 days after the seminar.
Continuing Legal Education
Continuing Legal Education credits are granted for an additional $65 per person. Please refer to the options on the order page to take advantage of these credits.
Please note: You will be taken to the
Strafford website to complete your order.
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