Should the Limit of Liability Cover Indemnities?
This week’s musings on tech contracts… Contracting parties often debate whether the limit of liability should apply to indemnity obligations. IT contracts probably answer “no” more often than “yes.” But you can support either answer with good arguments. The Argument AGAINST Limiting Indemnity Liability The indemnity is unusual. It seems to address liability, but it […]
Next Live Master Class Series Runs Sept. 17-Oct. 17
Enroll now for our next live Tech Contracts Master Class™ series: Master Class #1 – September 17, 10 AM-12 PM PT: Prime Clauses: License, Subscription, IP Transfer, and PaymentMaster Class #2 – September 24, 10 AM-12 PM PT: Data Management, SLAs, Confidentiality, and Other General ClausesMaster Class #3 – October 8, 10 AM-12 PM PT: Indemnity, Limit of Liability, Warranty, […]
Your limit of liability might not work on your indemnity
The parties to IT contracts generally agree that the limit of liability (LoL) won’t apply to indemnities. After all, if one party takes responsibility for a third party lawsuit against the other – a tech contract’s typical third party indemnity – why would that responsibility suddenly end? If the vendor indemnifies against IP claims, for […]
Third Party Indemnities (in the Michael/Donald contract)
IT indemnities almost always address third party claims. That generates confusion, and contract-drafters often don’t even realize they misunderstand. Most clauses address the relationship between the parties. But in an indemnity against third party claims, the indemnitor isn’t liable to the other party (unless it breaches the indemnity). A third party indemnity is a no-fault […]
Don’t grant a fault-based indemnity
I think it’s a mistake to indemnify against claims resulting from indemnitor negligence or other wrongdoing. Indemnities against 3rd party claims usually specify the claims in question. They list IP claims, subcontractor compensation claims, or whatever. It doesn’t matter whether the indemnitor did something wrong under the typical clause. The vendor doesn’t just defend IP […]
The Tech Contracts Master Class™ Now Available On-Demand
We’re excited to announce that our popular Tech Contracts Master Class™ is now available as a recorded resource – in our On-Demand library . You get one year’s access, so you can use the program both for training and as a reference guide for future projects. And for a short time, you can buy the Master […]
5 Problems w/ Contracts for Generative AI & Other Machine Learning
Generative AI raises five sets of issues not often found in IT contracts. So do other machine learning (ML) systems, particularly those trained on massive datasets. The issues are complex, but no amount of analysis will help if you don’t notice them. So I’ve listed them below. For more information, see The Tech Contracts Master […]
Watermarks on Generative AI Art … and Copyright
I used AI to generate the image below. (I wanted new wallpaper for my laptop, but this was a bit more sci-fi than I had in mind.) Take a close look. You’ll see almost a dozen faint, diagonal lines of text. They look like watermarks. I’ve seen these faux watermarks on other images I created […]
LAST CHANCE to Register for Indemnities Webinar
Don’t miss your chance to register for Indemnities in Technology & Other Commercial Contracts. The webinar is on Tuesday, April 4th at 10:00 AM PT and runs for 90 minutes, with Q&A. Scheduling conflict? The recording will be available afterward for a limited time. (Details below). Presented by David Tollen, attorney, founder of Tech Contracts Academy® […]
FREE LinkedIn Live with David Tollen THIS WEEK
This Thursday, March 30, join David Tollen’s LinkedIn Live conversation about the 4 misunderstood types of tech deals: on-premise software, IT professional services, SaaS and other cloud services, and non-tech offerings delivered through IT. It aims to clear away confusion and flag issues unique to each type of deal. This free session is a great […]