ALLOCATE RISKS THROUGH INDEMNIFICATION
As noted above the buyer or licensee should obtain a warranty that the vendor has the unrestricted right to license the technology and that it does not infringe upon any third party intellectual property or property right. If a third party claim of infringement or misappropriation is brought against the licensee or user of the technology then the vendor should protect the user against any resulting loss or liability. These third party claims might seek monetary damages and injunctive relief preventing further use of the technology. The vendor might also be required to provide a means for the user to continue using the allegedly infringing technology or provide a suitable non-infringing alternative. This allocation of risk is fairly standard in technology agreements and would appear in the form of an indemnification and hold harmless provision. The vendor should assume this risk as necessary to insure that the user is relatively free from worry in the event of such claim by a third party.
38
Made with FlippingBook - Online Brochure Maker