CJ Jouhal
LinkedIn | Twitter | Facebook | About.Me

An Entrepreneur that leverages technology to grow and enhance a business. A Technologist that understands business and entrpreneurship and makes technology facilitate the business model.

These are my ramblings about business, technology, startups and whatever else.

Trademark License Agreement Indemnification

In addition to trademark compensation, an agreement may provide for a safe blocking agreement as a risk transfer mechanism. As a general rule, a blocking clause provides that a party is not liable for certain damages under an agreement. A Harm Harm brand clause can protect against the actions of the opposing party`s employees as well as against claims by third parties for trademark infringement. Any merchandise license agreement is based on the understanding that the licensee(s) of the use of the licensed artwork or trademark granted is not the subject of a claim for copyright or trademark infringement or claims, that the rights in question belong to another person or have already been granted to another person. The licensor is normally required to provide assurances and warranties to this effect in the license agreement and to exempt the licensee from any judgment, comparison, attorney (costs or other costs incurred by the licensee) when confronted with the assertion that his use of the licensed artwork or trademark violates the rights of another person. If the licensed property is a work of art, the licensor should ensure that he or she made the artwork alone. If another person was involved in the creation of the work of art, the licensor should obtain from that person an assignment of copyright in order to transfer all of that person`s rights to the work of art to the licensor. Indemnification clauses are usual provisions in agreements between parties who wish to shift the risk of loss. In trademark indemnification clauses, the risk is often associated with trademark infringement or any other intellectual property (IP) risk. An indemnification clause may be limited to indemnification, or it may also include the obligation to “defend” the other party and/or to “keep it harmless”. Typically, an opt-out clause obliges one party to compensate the other party for loss or damage covered by the indemnification clause. Our intellectual property and business lawyers have experience in designing and reviewing complex commercial contracts that require indemnification clauses.

We understand the nature of brand compensation issues that arise in brand transactions. Thus, we are able to identify problem areas in contracts with brands that require compensation rules. In addition, we represent clients in trademark disputes that trigger an exemption obligation or a blocking clause. Even if the licensee insists on being defended by its own lawyer (at the expense of the licensor), the licensor should at least have the right to authorize a transaction, given that the licensor is responsible for the costs of that transaction and the comparison may infringe the licensor`s rights in the property granted. The licensor may attempt to further limit its liability by limiting its obligations to half of the total cost of the defense if the claim is abandoned, rejected or adjudicated in favor of the licensee. The licensor may argue that the defence against unfounded claims is simply an operating cost that should be shared equally. Trademark compensation is important before entering into a commercial transaction or trademark intellectual property contract. The extent of indemnification obligations will likely depend, among other things, on the following factors: if licensed ownership is a design with a word or phrase, the licensor should consider research to ensure that the use of the word or phrase in the design does not violate another person`s trademark.

Although the licensor has only included the word or phrase in the design for stylistic purposes and does not intend the word or phrase to be a trademark. For example, a licensor may create a design for T-shirts that contains the set (Urban Girl, (without knowing that another person already has a federal registration for the trademark (Urban Girl, (for use on clothing…

Be Sociable, Share!

Comments are closed.

cjjouhal’s twitter