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A Handbook of Business Contracts

A Handbook of Business Contracts

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Business & Legal Templates
Business & Legal Templates

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Published by: SAtAN on Aug 16, 2011
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An Indemnity Agreement is an agreement in which one party, the Indemnifier, agrees to assume legal
liability of another party, the Indemnitee, which may rise out of the Indemnitee’s actions. This type of
assumption of liability is used in special circumstances. For example, if a company hires an
independent contractor to design a magazine layout and provides the independent contractor with
images to use in the layout, the independent contractor may want to be indemnified against all
personal liability which may arise from the use of those images.

Why/When should you use it?

You should use this agreement if you are performing duties for another party and the ordinary course
of performance of those duties may give rise to personal liability. Use this agreement to protect
yourself from liability if you are to perform duties for another party.

Who should use it?

Anyone performing duties for another party.

How should you use it?

This agreement may be used on its own or its provisions may be incorporated into another agreement.

Important Tips

This type of agreement may be difficult to apply in a given situation. Just remember that, if you are
required to act on behalf of another party and your actions take in the ordinary course of performance
of your duties could expose you to liability, you should ask to be indemnified for any liability arising
out of your actions. This is not an unreasonable request. You should not have to assume the risk of
liability that really belongs to someone else.

License Assignment for Sale or Manufacture of a Patented
Invention

A person who holds a patent to an invention may grant others licenses to manufacture or use the
patented invention. That party in turn may assign that right to another party unless prohibited to do so
in the original licensing agreement. This agreement is an assignment by the license holder to a third
party.

Why/When should you use it?

When someone has the right to manufacture or use a patented invention, they may need to assign the
right to another business. For example, if a semiconductor fabrication company no longer wants to
bear the burden of manufacturing and selling a licensed microchip, the company may want to assign
that right to another fabricator.

A business which holds a license to manufacture and/or sell a patented invention may need to
restructure its business operations or its product line. For example, a board game manufacturer may
want to terminate a low volume board game from its product line. The company will want to realize
value from the game, so it will assign its rights to the game to another company for a fee.

Who should use it?

Businesses holding licenses to manufacture and/or sell a patented invention would use this agreement
to assign their licensing rights to a third party.

How should you use it?

Spell out the consideration to be paid and the rights involved.

Important Tips

This agreement requires the assignee to assume royalty payments to the original patent licensor. The
assignee to this agreement should understand those royalty terms before entering into this agreement.

JIAN AgreementBuilder® - Handbook of Business Contracts

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