In the second part of the recently published article on contractual IP warranties, Dr Marco Stief discusses (1) limitations and restrictions of liability and (2) contractual indemnification obligations, both in the context of technology and business transfer agreements (M&A) as well as licensing and R&D agreements.
The importance of restriction and limitations of liability can hardly be overestimated when it comes to balancing the allocation of risk. In both types of contracts mentioned above, a multitude of clauses have been developed to accommodate the specific needs of the contractual partners in different scenarios.
The significance of contractual indemnification obligations, which can meanwhile be found in almost every contract, are also often underestimated. The scope of liability covered by the indemnity declaration may considerably exceed that of the contractual warranties in terms of factual and financial consequences and must be carefully coordinated with the liability regime in light of the contractual as well as statutory warranties and guarantees.
To the table of contents (Content in German)