6
PLAYBOOK TEMPLATES
Trademark License Agreement
A Trademark License Agreement permits the use of a registered mark under defined quality and brand standards. This playbook covers negotiation of territorial rights, royalty models, and enforcement of brand integrity.
Indemnification & Liability
Negotiation strategy
Negotiate for a mutual indemnification clause to ensure both parties share the risk. Insist on a liability cap that limits exposure to a reasonable amount based on the contract value.
Ensure indemnification obligations are clearly defined and limited to specific scenarios. Advocate for exclusions on consequential damages to protect against excessive claims.
Essential elements
1
Indemnification Obligations
Defines indemnity responsibilities.
2
Defense Obligations
Outlines defense control and costs.
3
Liability Cap
Limits total financial exposure.
Action framework
ACCEPT
Propose edits when indemnification terms are overly broad or lack mutuality.
EDIT
Reject clauses that impose unlimited liability without caps.
ADD
Add language to clarify defense obligations and liability limits.
PRO TIP
Always ensure indemnification clauses are balanced and reflect the negotiated risk allocation.
Real-world examples
FAVORABLE
Balanced Indemnification Clause
"Each party (the 'Indemnifying Party') shall indemnify, defend, and hold harmless the other party (the 'Indemnified Party') from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim alleging that the Indemnifying Party's use of the intellectual property infringes or misappropriates any third party's intellectual property rights."
NEUTRAL
Standard Mutual Indemnity
"Both parties agree to indemnify, defend, and hold harmless each other from any third-party claims arising from their respective use of the intellectual property, provided that such use is in accordance with the terms of this Agreement."
UNFAVORABLE
One-Sided Indemnity
"The Licensee shall indemnify, defend, and hold harmless the Licensor from any claims, without reciprocal obligations."
Alternative scenarios & positions
High-Risk IP Use
In contracts involving high-risk intellectual property, such as patented technology, additional indemnification provisions or higher liability caps may be necessary to mitigate potential exposure.
Cross-Border Agreements
Consider jurisdictional differences in liability laws and ensure indemnification clauses comply with local regulations.
Joint Ventures
In joint ventures, ensure indemnification clauses cover shared liabilities and clearly define each party's responsibilities.
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WEEK 1
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WEEK 2
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WEEK 3
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WEEK 4
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