Kavitha Gupta's blog

IP Indemnities in commercial agreements Reference  https://www.taylorwessing.com/synapse/ti-ip-indemnities-in-commercial-agreements.html November 2016 IP indemnities tend to cause a certain amount of concern to commercial parties in the context of commercial agreements. However, when used and drafted properly, they serve a vital purpose. What is an indemnity? An indemnity is an obligation given by one party to a contract to compensate the other for some defined loss. Typically the obligation relates to a specific clause within a wider commercial agreement e.g. within an IP licence agreement. Its chief purpose is to appropriately allocate risk between the contracting parties – although the appropriateness of that risk allocation will be coloured by the bargaining position of the parties. Risk allocation However, indemnities are not the principal mode of allocating risk within a contract – warranties are. To understand the role of an indemnity it is important to...

Give me a sign: what are the risks of accepting an electronic signature on a commercial contract? If your business accepts a commercial contract that has been signed electronically, there is a risk that the contract will not be enforceable against the person that had allegedly signed it if the electronic signature was applied without authority. To combat this risk, you may consider sending the electronically signed document back to the party that allegedly signed it to obtain their separate confirmation that they had in fact considered the document and applied their signature electronically. Recent contract law case This use of electronic signatures in contracts was recently considered by the New South Wales Court of Appeal [1] . Briefly, the facts of the case are: Williams Group Australia Pty Ltd ( Williams ), a supplier of building materials, approved a credit application which was electronically signed by IDH Modular Pty Ltd ( IDH ) using a technology called HelloFax. ...

Indemnities and commercial  contracts    What is an ‘indemnity’ and when is a Council likely to come across one? An indemnity clause is often found in commercial contracts. In traditional legal language, it is a promise to ‘hold harmless’ the other party, should a particular event occur. An example of where a Council might come across such a clause is in its procurement contracts (where the Council may ask the other party to give indemnities). An indemnity means making good any relevant loss that arises. The event typically includes a breach of the relevant agreement – but it might also extend to other events, including events over which the indemnifying party has no control. For the party receiving the benefit, it is rather like being insured against the loss. It is therefore obviously a very serious obligation. When considering an indemnity, you are really looking at a risk allocation issue: the party giving the indemnity is being asked to assume the risk of...