In today’s litigious environment, entering into a licensing agreement can expose the licensor to a wide variety of risks associated with the use of the licensed technology or intellectual or other property. For example, the costs and potential liability associated with a claim brought by a third party alleging ownership of the licensed matter can be significant. If it turns out that the matter licensed was not properly licensed, the cost to the licensee of reconstructing or doing a “work-around” of the product so that the infringing matter is not utilized can be significant. As the licensee will often expect to be indemnified for these costs, as in any transaction, negotiation of these agreements can often be aborted as a result of the inability of the parties to agree on the scope of the indemnity. A potential licensor may find that the licensee’s standard agreement does not meet its requirements, the scope of its indemnity provision is too narrow, the cap on liability is too low or have concerns about the ability of the licensor to perform under the indemnity in the event of a claim.
Ambridge’s customized Transactional Insurance products can be tailored to fit the specific needs of negotiating parties, whether through the creation of a partial or complete virtual indemnity where the licensor is unwilling to agree to the scope of the indemnity required by the licensee or in situations where the scope of the indemnity has been agreed but the licensee requires the policy to provide increased financial protection above the amount contractually provided for.