This advanced program will cover the most heavily negotiated and least understood clauses in technology license agreements: indemnity. It will address indemnities related to both IP infringement and data breach, as well as indemnities for other claims. Topics include:
• The nature of indemnity;
• The misuse of “fault” and “negligence” in indemnity clauses;
• The difference between warranty and indemnity;
• The role of limitation of liability;
• The “interface exception”;
• The exception for vendor use of customer specifications; and
• The exception for customer failure to incorporate updates.