This Is Framingham

This Is Framingham
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Trademark License Agreement Indemnification

April 13th, 2021

Our intellectual property and business lawyers have experience in developing and verifying complex trade agreements that require compensation clauses. We understand the type of trademark exemption that occurs during trademark transactions. This allows us to identify areas of concern in contracts with trademarks that require compensation provisions. In addition, we represent clients in trademark disputes that trigger a non-committal obligation or non-detention clause. In addition to the brand allowance, an agreement may provide for a capital-damage agreement as a risk deferral mechanism. As a general rule, a non-detention clause provides that a party is not liable for certain damages as part of an agreement. A damage protection clause may be protected against the actions of the other party`s staff and against third-party trademark claims. A licensee may also attempt to limit the nature of the costs or losses for which he or she is responsible. While the licensee is clearly liable for any judgment and costs incurred by the defence against a lawsuit, the licensee will object to any liability in the event of a loss of profits that the licensee might claim that he would otherwise have deserved, without the remedy and the resulting judgment. In addition, the licensee may withdraw from the license the right to remove the property granted at any time in response to a infringement claim, subject to the only ones obliged to acquire the licensee (the remaining inventory of products granted at the licensee`s expense). Although it is possible to purchase insurance against copyright and trademark infringement, such insurance can be expensive and include several exclusions. In addition, insurance coverage often applies only to third-party rights and offers the licensee (the contractual commitment to release the licensee, unless the licensee expressly requires such additional coverage. Even if the taker insists on being defended by his own lawyer (at the licensee`s expense), the licensee should at least have the right to authorize any agreement, since the donor is responsible for the costs of that transaction and the transaction may affect the licensee (the rights to the authorized real estate).

The licensee may attempt to further limit its liability by limiting its obligations to half the total cost of the defence if the right is abandoned, rejected or tried in favour of the licensee. The licensee can argue that the defence against worthless claims is simply a cost of activity that should be shared equally. Ideally, the licensor would like to have the right to use his own lawyer to defend any action against the licensee, instead of having to pay the licensee`s (lawyer) fees. The ability to do so will likely depend on the relative size of the parties. A major licensee like Disney will no doubt ask to use his own advice.

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