What is Intellectual Property Clause?

Seven Best Practices for Indemnification Clauses (for Outsourcing, M&A, Employment Agreements, Intellectual Property and Any Deal)  January 30, 2013 – 09:50 pm
Intellectual Property

In an indemnification clause, a party contractually promises to cover the losses incurred by another party under contractually described scenarios.  An indemnification thus acts like a private insurance policy.  The indemnitor pays upon the occurrence of a covered loss.   Indemnification clauses are used to allocate specific contingent risks, for liabilities to third parties that might not yet have been identified, asserted or quantified, and which might never occur.   Indemnifications are used to address contingencies in a broad range of business dealings, such as mergers and acquisitions, employment agreements, the liability of corporate directors and officers, sale or licensing of software, real estate transfers, strategic alliances and outsourcing agreements.

A recent M&A decision by the Delaware Chancery Court reminds us all of the importance of carefully defining such scenarios.  In Winshall v. Viacom Int’l Inc., (Del. Chancery Dec. 12, 2012), the court ruled that the terms of an indemnification clause in an acquisition contract did not cover losses arising after the closing of sale.

THE INDEMNIFICATION TERMS IN THE MERGER TRANSACTION

The Winshall case arose out of the purchase by Viacom of Harmonix Music Systems, a developer of music-based video games, from Walter Winshall and other sellers.  The price was $175 million, but the parties agreed to put $12 million of the purchase price into escrow for 18 months after the closing to cover indemnified losses for claims by third parties arising from breaches of representations and warranties by Harmonix and its former stockholders.  There were three types of warranties that Viacom asserted to seek the $12 million in escrow:

Source: Outsourcing Law

You might also like:

DonExodus vs Casey Luskin
DonExodus vs Casey Luskin
6 Degrees : Nuevo HR : Clause for Returning an Over Payment in a Salary : Part 8/13
6 Degrees : Nuevo HR : Clause for Returning an Over Payment in a Salary : Part 8/13
Non Compete? Intellectual Property Law NY NJ
Non Compete? Intellectual Property Law NY NJ

Quotations from the Freedom Crowd

'I never intend to adjust myself to the madness of militarism.'
- Martin Luther King Jr.
'However sugarcoated and ambiguous, every form of authoritarianism must start with a belief in some group's greater right to power, whether that right is justified by sex, race, class, religion, or all four. However far it may expand, the progression inevitably rests on unequal power and airtight...iners, the weavers, the chemists, the carvers, the dyers, the designers, the machinists, where were the hands, the people who made? Out of sight, somewhere else. Behind walls. All the people in all the shops were either buyers or sellers. They had no relation to the things but that of possessions. How was he to know what a goods’ production entailed? How could they expect him to decide if he wan

Interview with Chomsky from India

Chomsky In First Person
In this exclusive interview, Noam Chomsky speaks to V.K. Ramachandran about the 'new war against terrorism', imperialism, the media and the role of intellectuals.
November 15, 2001: there is a break in the North East monsoon, and it is a clear, cool day in Thekkady. Noam Chomsky is on the second day of his first holiday in many years, a five-day break from pu...tle illegitimate authority and expand the domains of freedom and justice? The task, then, is not to 'speak truth' to the king, or even to the king's subjects, but to learn from them, to contribute what we can, and to participate with them in common struggle for values we discover and uphold. It seems to me that those are the directions in which responsibilities of intellectuals should be sought.

The Reagan Doctrine: Third World Rollback

The Reagan Doctrine:
Third World Rollback
from the book
ROLLBACK
Right-wing Power in U.S. Foreign Policy
by Thomas Bodenheimer and Robert Gould
South End Press, 1989
Nowhere is rollback more evident than in U.S. policy toward the Third World. Third World rollback has come to be named the Reagan Doctrine. However, it is inaccurate to attribute this Doctr...ts became standardized for the Third World. In the case of nations to be rolled back (e.g., Nicaragua), governments were called terrorist and the insurgents were labeled democratic.
In the case of countries to be supported against 'communist' insurgencies (e.g., El Salvador and the Philippines), the governments were called democratic and the insurgents were labeled terrorists.
*****

The Reagan Regime in all its ugly, damned ugly splendor

The Reagan Doctrine:
Third World Rollback
from the book
ROLLBACK
Right-wing Power in U.S. Foreign Policy
by Thomas Bodenheimer and Robert Gould
South End Press, 1989
Nowhere is rollback more evident than in U.S. policy toward the Third World. Third World rollback has come to be named the Reagan Doctrine.
However, it is inaccurate to attribute thi...interests became standardized for the Third World. In the case of nations to be rolled back (e.g., Nicaragua), governments were called terrorist and the insurgents were labeled democratic. In the case of countries to be supported against 'communist' insurgencies (e.g., El Salvador and the Philippines), the governments were called democratic and the insurgents were labeled terrorists.
*****

Chipworks Brings Patent Licensing Experts to IP Business Congress  — Manufacturing Digital
Chipworks invites delegates to stop by their exhibit booth (#12) at IPBC to discuss ways in which the Company's patent evaluation and infringement analysis services can help strengthen semiconductor, systems, and software patent licensing positions.

Memjet Appoints Chief Patent Counsel  — MarketWatch
"Ben's deep experience in global patent evaluation, filing and maintenance will serve us well as we accelerate our growth and support our OEM customers in the commercialization of Memjet technologies." Memjet assumed control of its intellectual …

Black Lab - TransFormers (Theme)
Black Lab - TransFormers (Theme)
Ashurst - Rome II: Impact on the drafting of governing law clauses
Ashurst - Rome II: Impact on the drafting of governing law clauses
Funky New Year- The Eagles (1978)
Funky New Year- The Eagles (1978)

Related posts:

  1. What is Intellectual Property Mapping?
  2. What is Intellectual Property Mean?
  3. What is Intellectual Property Law?
  4. What is intellectual property?