In addition to the brand allowance, an agreement may provide for a capital-damage agreement as a risk deferral mechanism. As a general rule, a non-detention clause provides that a party is not liable for certain damages as part of an agreement. A damage protection clause may be protected against the actions of the other party`s staff and against third-party trademark claims. Compensation clauses are common provisions in agreements between parties who wish to defer the risk of loss. Trademark exemption clauses often associate the risk with trademark infringements or other intellectual property risk (IP). A compensation clause may be limited to compensation or may also include the obligation to “defend” the other party and/or “keep it unscathed”. As a general rule, a compensation clause requires one party to compensate the other party for losses or damages that are covered by the compensation clause. Even if the taker insists on being defended by his own lawyer (at the licensee`s expense), the licensee should at least have the right to authorize any agreement, since the donor is responsible for the costs of that transaction and the transaction may affect the licensee (the rights to the authorized real estate). The licensee may attempt to further limit its liability by limiting its obligations to half the total cost of the defence if the right is abandoned, rejected or tried in favour of the licensee. The licensee can argue that the defence against worthless claims is simply a cost of activity that should be shared equally. Compensation clauses represent a potential risk to licensees and most donors are rightly looking for ways to limit this risk. Some of the techniques most used to limit a licensee (risk under a compensation clause are explained below: There are several elements of a trademark licensing agreement.
The most important part of the agreement is to properly prove that the licensee continues to control the quality of goods or services sold in connection with the use of the trademark. Therefore, the quality control provision is one of the most important elements that are an integral part of trademark licensing agreements. Quality control of a trademark licensing agreement must ensure that the brand`s licensee has established standards to maintain the value of the brand on which consumers of the products or services relied. General requirements for quality control of a trademark licensing agreement may include, among other things, the possibility of auditing the licensee`s accounting documents or accounting, the verification of the licensee`s facilities, the internal control of the licensee`s minutes and the verification of the use of printed media in the context of the use of the trademark. The trademark exemption must be considered prior to the conclusion of a commercial transaction or contract for intellectual property rights. The extent of the compensation obligations is likely to differ depending on the following factors: one of the most important terms is the determination of quality control to protect the value of trademark rights; Ideally, the licensor would like to have the right to use his own lawyer to defend any action against the licensee, instead of having to pay the licensee`s (lawyer) fees. The ability to do so will likely depend on the relative size of the parties. A major licensee like Disney will no doubt ask to use his own advice. However, a small licensee, like.
B an individual artist, will not have this power and it is likely that the taker will insist on being defended by his own counsel. The Law recognizes a number of ways to make businesses and individuals responsible for induction or contribution to counterfeiting of an online trademark other than branded debt. A licensee may also attempt to limit the nature of the costs or losses for which he or she is responsible.