Common use of Guidance Note for clause 12 Clause in Contracts

Guidance Note for clause 12. An indemnity is a promise by one party to defend and compensate the other party with respect to loss or damage suffered by the other party for a specified event. This clause provides for an indemnity from: the Licensee to the Licensor for third party claims etc arising out of the exercise by the Licensee of its rights or breach of its obligations under the Agreement - including in the process of Commercialising the IPR. This is because the Licensee is responsible for ensuring that it appropriately conducts the Commercialisation; and the Licensor in favour of the Licensee for third party claims etc arising out of breach by the Licensor of the Agreement. This would include if the Licensee was liable because the Licensed IPR infringed the third party's IPR - provided the Licensor was responsible for this. There are a number of limitations on the Licensor's liability under the Agreement and the Licensor is not liable unless it has also breached the Agreement. However, if both parties consider that the indemnity is not appropriate for their particular transaction, the parties can agree not to require an indemnity, or to an alternative approach, and amend this clause. Liability is reduced to the extent of the other party's negligence or breach (under clause 12.2). Clause 12.3 sets out the process to be followed where a party intends to exercise their rights under an indemnity. Indemnity

Guidance Note for clause 12. An indemnity is a promise by one party to defend and compensate the other party with respect to loss or damage suffered by the other party for a specified event. This clause provides for an indemnity from: the Licensee to the Licensor for third party claims etc arising out of the exercise by the Licensee of its rights or breach of its obligations under the Agreement - including in the process of Commercialising to Commercialise the IPR. This is because the Licensee is responsible for ensuring that it appropriately conducts the Commercialisation; and the Licensor in favour of the Licensee for third party claims etc arising out of breach by the Licensor of the Agreement. This would include if the Licensee was liable because the Licensed IPR infringed the third party's IPR - provided the Licensor was responsible for this. There are a number of limitations on the Licensor's liability under the Agreement and the Licensor is not liable unless it has also breached the Agreement. However, if both parties consider that the indemnity is not appropriate for their particular transactionProject, the parties can agree not to require an indemnity, indemnity or to an alternative approach, and amend this clause. Liability is reduced to the extent of the other party's negligence or breach (under clause 12.2). Clause 12.3 sets out the process to be followed where a party intends to exercise their rights under an indemnity. Indemnity.

Guidance Note for clause 12. An indemnity is a promise by one party to defend and compensate the other party with respect to loss or damage suffered by the other party for a specified event. This clause provides for an indemnity from: the Licensee to the Licensor for third party claims etc arising out of the exercise by the Licensee of its rights or breach of its obligations under the Agreement - including in the process of Commercialising to Commercialise the IPR. This is because the Licensee is responsible for ensuring that it appropriately conducts the Commercialisation; and the Licensor in favour of the Licensee for third party claims etc arising out of breach by the Licensor of the Agreement. This would include if the Licensee was liable because the Licensed IPR infringed the third party's IPR - provided the Licensor was responsible for this. There are a number of limitations on the Licensor's liability under the Agreement and the Licensor is not liable unless it has also breached the Agreement. However, if both parties consider that the indemnity is not appropriate for their particular transactionProject, the parties can agree not to require an indemnity, indemnity or to an alternative approach, and amend this clause. Liability is reduced to the extent of the other party's negligence or breach (under clause 12.2). Clause 12.3 sets out the process to be followed where a party intends to exercise their rights under an indemnity. Indemnity