I think it depends on who you advise. Not attractive to a buyer, but could be useful to a supplier. I would probably like to consider some factual scenarios before deciding whether that is reasonable. Given the space for debate on the requirement of the Ramos Express Agreement, a conservative manufacturer should carefully negotiate and negotiate a compensation provision, and then carefully document the buyer`s acceptance of the contract with a correct signature affixed to the document itself containing the indemnification clause. If this level of negotiation and design is not practicable, a manufacturer may nevertheless have priority in a dispute concerning such compensation, with an otherwise binding, explicit and unambiguous contract containing compensation, even if the contract was concluded by an exchange of forms (13). This seems to be consistent with the Supreme Court`s intention when it drafted Ramos` opinion. As this issue remains formally unresolved, producers seeking compensation should always use the more conservative approach. That is another good idea. What interested me was that you included in the licensing agreements for universities a provision that the licensee releases the university from the rights of the licensee`s customers and others – I often see this (I work for a productive promoter of university research) and I always disagree. It is usually very nebulous and covers all the losses suffered by the university as a result of the use of results / Arising IP (etc.) by us.
If we could agree on this point, I would limit it to our use *in violation of license/agreement* (and we would give the direction of claims). If it is a loss resulting from use (regular and incorrect), it would extend, for example. B to claims of third parties to whom the university has granted rights contrary to the rights granted to us. In the same way, it tends to eliminate any incentive for the university to act fairly and justly. The principle that the commercial sponsor/licensee is responsible for its own actions is always accepted (i.e. we do not ask the university to ask for a guarantee or compensation), but we will not accept any compensation for losses resulting from our proper use. This is still controversial, even though I recently had to deal with an American university that liked to abandon its version of this indemnity, provided that we maintain a contractual provision that states that each party is responsible for its own acts and omissions (which surprised me – precisely in an American treaty!) IP Draughts recently reviewed several contracts that contained strict indemnification terms. This seems to be a trend; IP Draughts doesn`t remember so many contracts that had such strong terms in the past, but maybe his memory fails. Recent examples of the Draughts IP office crossing were the terms and conditions of two companies providing ip strategic services and the framework contracts of several CROs – Clinical Research Organizations – that provide support services to the clinical development of pharmaceuticals. I regularly receive emails from our Western Growers members asking me to check out different supplier and indemnification agreements for retail and wholesale sellers.
Generally speaking, these agreements contain requirements for shippers, which you should carefully review and (if possible) amend before signing on the dot line. I have listed below some of the most critical points contained in most of these agreements. It is always a prudent business practice to have these agreements verified by a lawyer before signing….