Warranty against third parties Sample Clauses

Warranty against third parties. This is a warranty given by the licensor to the licencee that third parties will not prevent the licencee from benefiting from the licence agreement. This warranty is not a mandatory requirement (obligation d'ordre public), so the parties to a licence agreement may exclude it, or limit or extend its scope. However, any clause 3 Cour de cassation, Commercial Chamber, 10 January 1995, Bull. civ. IV No. 12, No. 92-18923.‌ 4 Doctrine is highly persuasive, though not binding, authority written by legal scholars. restraining or excluding the licensor's warranty as against third parties will not be valid if the licensor is acting in bad faith. Moreover, French courts have held in certain cases that a clause excluding the warranty as against third parties may be valid only if the licence agreement is entered into between professionals belonging to the same industry.5 In the absence of a specific clause in the licence agreement, the licensor must warranty the licencee against third party disturbance of its rights implied by law into the agreement, but not in relation to its other rights (French Civil Code, Art. 1725). However, certain rules applicable to infringement require the licensor to make warranties the licencee even in the event of a third party disturbance of contractual or other rights not implied by law. Indeed, the licensor is the main, and sometimes, sole, person who is entitled to sue for the infringement of a patent or trade mark (French Intellectual Property Code, Art. L. 615-2 for patent licence agreement, Art. L. 716-5 for trade mark licence agreement). If the licencee's use of its rights under the licence agreement is disturbed by a third party contesting its right to exploit the agreement, the licencee will be entitled to file a suit, following the facts of the case, against the licensor.