Chapter 10 focuses on representatations and warranties made by parties in IP agreements, as well as liability-allocation mechanisms such as indemnification. The chapter begins by discussing warranties of title (Loew’s v. Wolff) and general “corporate” warranties, then addresses warranties relating to performance (including malicious computer code) and remedial procedures. Disclaimers, exclusions from liabilty for consequential and indirect damages, and limitations of liability are also addressed. the chapter next discusses IP indemnification clauses, including a detailed analysis of the drafting and negotiation of such clauses (So. Cal. Gas v. Syntellect). It concludes with a discussion of insurance requirements and clauses.

This chapter begins by introducing the concept of corporate governance, and the regulatory role of directors’ duties. An appreciation of corporate governance methodologies gives context to the ‘hard law’ of directors’ duties. The chapter then considers who falls within the definition of director, the role of the director within the company, and how that role attracts legal and non-legal regulation.