A.J. Zottola published “Practical Guidance for Drafting and Reviewing IP Indemnification Clauses” in the Licensing Journal. The following is an excerpt:
Drafting Tips
Armand J. (A.J.) Zottola
Working at the intersection of commerce and technology, A.J. Zottola focuses his practice with Venable LLP in Washington, DC on the exploitation of intellectual property, intangible, and technology assets in business and strategic relationships. A.J. is co-chair of the Intellectual Property Transactions Practice Group and has in-depth knowledge that facilitates the drafting and negotiation of a wide variety of corporate and IP agreements.
Intellectual property (IP) indemnification provisions can be one of the most heavily negotiated clauses in commercial contracts. An IP infringement claim can expose a company to material financial liability, disrupt operations, and undermine critical customer or partner relationships. The challenge is not simply allocating risk but doing so in a way that aligns with a company’s role in the transaction, its risk tolerance, and its broader IP strategy.
This article highlights key considerations for reviewing and drafting IP indemnification clauses, with distinct perspectives for IP owners (including licensors and vendors) and IP users (including licensees and customers).
Click here for the Licensing Journal. The original version can be found here.