| Warranties and indemnities in contracts: protecting and exploiting IP (2007) | |||||||||||||
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| Legal context Warranties and indemnities are present in most contracts but are particularly relevant in contracts involving intellectual property(IP), where the contract subject matter is intangible and less open to verification. Warranties and indemnities are often the most heavily negotiated parts of such contracts. Key points This note discusses warranties and indemnities often found in contracts dealing with IP rights and deals with some of the key practical areas that should be considered when drafting and negotiating such provisions. Practical significance Warranties and indemnities offer important protection to licensees and assignees of IP rights. However, it is important to understand their limitations. Firstly, warranties and indemnities are only ever as good as the entity that gives them. Secondly, indemnities only provide financial protection in respect of civil liability. As certain types of IP rights infringement are criminal offences under English law, indemnities should not replace the need for appropriate due diligence. | |||||||||||||
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