영문 면책계약서(Indemnity Agreement)

Indemnity Agreement

문서서식포탈비즈폼

 

 

This Agreement is made and entered into this th day of , 200 , by and between Licensor Co., Ltd 기술제공자 , having its principal office at (“Licensor”) and Licensee Corp., having its principal office at 20, _____, Korea (“Licensee”).

 

NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, the parties hereto agree as follows :

 

1. Licensor agrees to indemnify and hold harmless Licensee from any and all losses, liabilities or damages incurred or sustained by Licensee with respect to or arising out of the manufacture and/or sale of the licensed products using the technology or the intellectual property rights provided by Licensor. If Licensee receives threats of or actual service of proceedings relating to the alleged infringements of patent or any intellectual property rights owned or controlled by Licensor arising out of the manufacturer and/or sale of licensed products using the technology licensed by Licensor, Licensee shall send such threats and/or proceedings by facsimile transmission to Licensor at the above address, with a copy of documents reflecting such threats and/or proceedings.

 

2. Licensor shall appoint lawyers through pre-consultation with Licensee to represent the interests of Licensee and/or Licensor in relation to such threats and/or proceedings, or authorize Licensee to use its own lawyer, within thirty (30) days from receipt of notice from Licensee about such threats and/or proceedings. If, Such lawyers as are chosen or used as above must report both to Licensee and Licensor and may not take any step in the proceedings and in particular but without prejudice to the general effect of this provision, enter into or conclude any negotiations relating to the whole or part of the subject matter of the proceeding without prior written consent of Licensor and Licensee.

 

3. Licensor and Licensee must co-operate in every reasonable respect with lawyers appointed under the terms of this Agreement in relation to the conduct of the proceeding, including in particular, but without prejudice to the general effect of this provision, supplying original or copies of all relevant documents and making available all relevant personnel to provide depositions and general assistance in the conduct of the proceedings.

 

4. Provided that Licensee abides by the conditions set out in the above paragraphs 1 through 3 above, Licensor will indemnify Licensee against all costs and expenses, damages or compromise settlement payments, incurred in the conduct of the proceedings, including legal fees of any party, court fees, expert fees, copying costs and traveling and subsistence costs of personnel, but specifically not including any costs or charges in relation to time spent by Licensee personnel in assisting in the conduct of the proceedings. The cost, expenses, damages or any amount of money which was incurred and actually paid by Licensee in the course of or as a result of the proceedings shall be indemnified by Licensor within thirty (30) days from the date of receipt of notice regarding such payment by Licensee.

 

5. The obligation on Licensor contained herein shall bind Licensor, its successors, assigns, any other person, firm, association or corporation, by the merger of Licensor into or consolidation with another as the surviving corporation, or by sale, transfer, pledge or otherwise, provided that such obligation will cease in the event of determination of the License Agreement dated th day of , 200 between Licensor and Licensee as provided for therein. Provided, however, that if any claim or dispute is raised in relation to Licensee’s manufacture, sales or distribution under the License Agreement before expiration or determination of the License Agreement, all the provisions of this Agreement shall remain effective.

 

6. The provisions herein shall not adversely affect or exclude Licensee’s rights to damages in its business as a result of the patent or other intellectual property rights disputes in any country.

 

7. This Agreement shall come into effect on the date first above written, and will last for a period of ( ) years.

 

IN WITNESS, WHEREOF, the parties hereto have caused this Agreement to be

executed and delivered as of the date first above written.

 

Licensor Co., Ltd. Licensee Corp.

 

By :                                       By :

Name :                                    Name :

Title :                                     Title :