Indemnification In License Agreements
Second, when the taker markets products using the technology granted in a country that is not in the context of compensation, the licensee is not required to exempt the licensee from any right that the technology granted infringes the intellectual property rights of third parties. If the licensee is not willing to change the above restriction and the taker is sure of its distributors, the licensee should propose to the licensee that the contract includes at least the countries in which the products are marketed with the technology granted in the amount of compensation. A licensee may also negotiate a reduced royalty or exclude the applicability of royalties in countries where the patent award is not renewed or where the technology granted is not registered as a patent. 1) The licensee provides compensation only for the duration of the licence agreement. What happens if you are affected by an IP complaint after the end of your license agreement? Make sure your right to exemption does not stop at your contract. Keep in mind that this contribution is a commercial contractual award, not compensation for mergers and acquisitions or corporate financing transactions that perform another function. It is important to note, however, that if the liability of the licensee in the event of “direct damage” is limited and/or liability for “indirect damage” is excluded, the same is naturally true for licensees. Therefore, if, at a later date, the licensee suffers a loss as a result of a third-party allegation that the technology granted violates the intellectual property rights of third parties, the licensee`s right to compensation or compensation from the licensee would be limited to the “direct harm” cap and, if the breach results in “indirect damages,” it could not be covered by compensation. In general, the licensee will compensate the taker for all rights that the technology granted infringes on the rights of third parties.
However, the licensee is obliged to immediately inform the donor of these rights by third parties and to cede control of the defence and all negotiations related to the liquidation. When it comes to trade agreements, a key element, which is often included, is a compensation provision. It is essentially an obligation for the licensee to be held liable for losses that may occur in the event of a problem (sometimes the licensee may also receive compensation from the client, but this is less common).