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  • 10 - Representations, Warranties and Indemnification

  • from Part II - License Building Blocks
  • Jorge L. Contreras, University of Utah
  • Book:
    Intellectual Property Licensing and Transactions
    Published online:
    21 June 2022
    Print publication:
    30 June 2022, pp 280-312
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  • Summary

    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.