Common use of Guidance Note for clause 11 Clause in Contracts

Guidance Note for clause 11. 2: The template position is that the Licensor provides warranties as to non-infringement of IPR based on their knowledge, but that otherwise the Licensee exploits the licensed technology at its own risk. The template states that the Licensor has not conducted searches. The Licensee must make its own "freedom to operate" searches. Often there may have been specific searches conducted / required and the parties may need to further negotiate the types of warranties (and potential indemnities) that should be included and set out in the Details Schedule. The Licensee also releases and indemnifies the Licensor in clause 12.1 against claims from third parties arising from its exercise of rights - including to Commercialise the IPR. The Licensor's reciprocal indemnity is limited by the scope of the representations and warranties provided in this clause. Where these warranties in clause 11.2 are not appropriate to the transaction the parties should agree to amend this clause. No item exists in the Details Schedule for this purpose as any amendment would become very complex and appropriate legal advice should be sought before altering this position. Licensor non-infringement warranties The Licensor represents and warrants that at the Commencement Date:

Guidance Note for clause 11. 2: The template position is that the Licensor provides warranties as to non-infringement of IPR based on their knowledge, but that otherwise the Licensee exploits the licensed technology at its own risk. The template states that the Licensor has not conducted searches. The Licensee must make its own "freedom to operate" searches. Often there may have been specific searches conducted / required and the parties may need to further negotiate the types of warranties (and potential indemnities) that should be included and set out in the Details Schedule. The Licensee also releases and indemnifies the Licensor in clause 12.1 against claims from third parties arising from its exercise of rights - including to Commercialise the IPR. The Licensor's reciprocal indemnity is limited by the scope of the representations and warranties provided in this clause. Where these warranties in clause 11.2 are not appropriate to the transaction the parties should agree to amend this clause. No item exists in the Details Schedule for this purpose as any amendment would become very complex and appropriate legal advice should be sought before altering this position. Licensor non-infringement warranties The Licensor represents and warrants that at the Commencement Date:.