Basics of Intellectual Property Indemnification

Intellectual Property Indemnity – GenerallyIndemnity clauses (sometimes referred to as hold harmless clauses, indemnification agreements, or indemnity agreements) are common in agreements where one party wishes to shift certain risks to another party. In intellectual property indemnification clauses, the risk is commonly associated with patent infringement, trademark infringement, copyright infringement, trade secret misappropriation, software issues, or some other intellectual property (IP) related risk. An indemnity clause may be limited to indemnification or it may also include the obligations to “defend” and/or “hold harmless” the other party. Intellectual property indemnity clauses are particularly dangerous to vendors because the costs to defend a typical IP claim could far exceed the payments to the vendor under the agreement.Intellectual Property Indemnity – Limits on LiabilityBecause the potential liability for indemnification obligations, particularly for IP indemnity claims, can be so high, vendors will typically attempt to limit or cap their liability. One way this can be accomplished is including a limitation of liability clause in the agreement and expressly applying that clause to cap or limit the indemnification clause. For example, if the agreement provides a $50,000 fee to the vendor to develop and deliver a software solution, the vendor could likely be liable for significantly more if it is required to defend a third-party copyright infringement claim. However, if the limitation of liability clause limits the vendor’s total liability to payments actually received under the agreement and that limitation applies to the indemnification clause, then vendor’s liability is potentially capped at $50,000 even though the litigation of the claim could cost $100,000s. Many purchasers with leverage will demand unlimited or uncapped intellectual property indemnification. A potential compromise is for the purchaser and vendor to agree that the indemnification liability will be capped at some multiple of the vendor payments under the agreement.IP Indemnity – Representations and WarrantiesIntellectual property indemnification clauses frequently include representation and warranties provisions, which provide a trigger for indemnification obligations. For example, software purchasers/licensors frequently require a representation and warranty provision that the software deliverable is free from claims of infringement by third parties and further that no third-party materials or materials for which the developer does not have permission have been incorporated into the software deliverable. These provisions are intended to protect the purchaser/licensor in the event a third party later makes a claim for copyright infringement or trade secret misappropriation. If this occurs, the purchaser/licensor will likely attempt to force the developer to defend the claim and pay for any damages or settlements.Schedule

What to Ask When Looking for a Good Property Manager

If you’ve ever searched for a good property manager before, then you know how difficult it can be to find a good one for your rental property. There are several property managers out there, probably more than what you really need to bring your property into the market.With so many choices available, you may find it difficult to choose one for your unit. But don’t worry – if you ask the right questions while shopping around for property managers, you’ll get a better idea of who would make the best fit for your property. Ask them these questions when discussing your property to see if they’re the right property manager for you:1. What type of properties have you managed?Experience counts for a lot in property management, and it can separate the good ones from the ones you should steer away from. Experience in this field, however, isn’t just about the number of years worked in the field; it’s also about what type of properties they’ve managed. Depending on what type of property you have, you can either go with someone who specialises in managing properties like yours or someone who has more varied experience managing different types of properties.2. How do you screen potential tenants?Screening potential tenants is one of the most important steps to property management, so the way they do this often reflects their level of service to your property. Ask them how they’ll match tenants to your property and what their process is like for finding tenants. This will give you a better idea of how they operate and what lengths they’ll go to find the right match for your property.3. How do you handle late payments by tenants?Finding tenants is just one phase of property management; the longer phase involves managing the tenancy itself. Asking them this question will show you what their management style is like and how they’ll deal with critical rental issues like these. See if their process aligns with what you expect them to do and how you want your property to be managed.4. How do you respond to complaints?Similar to the previous question, this question allows you to gauge how well a potential property manager will handle the landlord-tenant relationship. Remember that a property manager will act as the mediator between you and your tenant, so it’s important that you’re comfortable with their process for dealing with any complaints or issues.5. How often do you do inspections?Routine inspections are important to any tenancy agreement, and the number of times it’s done per year will help give you better peace of mind as the landlord or owner. This question will also show you how well the property manager will look after your property even after the start of the tenancy.6. What’s the right rental price for my property?If you’ve done your research beforehand, this question will let you assess how well a potential property manager knows the market and what they can offer you. It also allows you to get a better idea of what your property is worth in the current market. Compare their answer with different property managers to see what they offer and to better understand where your property stands in the market.7. What are the things I can do to improve my listing?Asking them this question won’t just reveal their expertise in property management, but it’ll also help you put your property in the best position in the market. Note their suggestions, assess how relevant they are, and decide whether or not they can get your property where you want it to be.8. What are the full costs and fees for managing my property?Some have small sign-up fees but a variety of hidden fees once you sign on and let them manage your property. Avoid getting surprised by such fees, and ask them to indicate all management and service fees included in their service. The more complicated their fee structure is, the bigger the headache (and expense) it will likely be.9. What can you do that others can’t?This is where prospective property managers will try to sell you on what they offer and how well they set themselves apart from the competition. It’s also the part where you assess the intangibles in any working relationship, giving you a better idea of how well they meet your standards. Listen well, take notes, and assess if they provide what you’re looking for.With so many choices available today, finding the right property management company can be difficult. But by asking the right questions and doing your research beforehand, you’ll find that all the hard work you put into finding the right manager will be worth it. Once you find the right one, your property (and wallet) will surely thank you.

The Advantages of Portable Spas and Hot Tubs

Many people love sitting in a spa or sauna. In fact, many love it so much, that they dream of eventually getting one themselves. And few of those who already have a sauna, would ever think of giving it up.A sauna or hot tub gives you a feeling of sublime relaxation that is hard to beat. It does this mostly by increasing the circulation of the blood. This increases in blood flow has another benefit as well. It helps injuries to heal faster. This is why many health specialists recommend the use of hot tubs for those recovering from strains, sprains, operations, and other injuries.Hot tubs and spas come in two basic styles. There is the above ground model and the in the ground model. The in ground model is, of course, the most expensive because you have to pay for the expense of breaking ground and installing pipes and electricity. However, many below the ground saunas, are attached to a swimming pool. In this case, the expense is not so great because it usually shares the heating and filtration system with the swimming pool.In above ground models, you don’t have to worry about breaking ground or excavation. Most above ground saunas are portable ones. These portable saunas are very convenient because they have great flexibility as to where they can be placed. This is because they come with their own built in heater, filtration system, and pipes necessary for the water flow. Their portability is what allows them to be placed almost anywhere in the garden. They can be placed near the house, away from the house – wherever you want.The second really big advantage that portable saunas have is that most of them are so simple to install that a homeowner with minimal craft and home maintenance skills can manage to assemble one without too much trouble. All of the necessary components are supplied with the spa. All that you have to do is snap or screw the various pieces together, fill the sauna with water, connect it to a power source, and you are ready to go. In fact, most are so portable, that they only need a regular household AC outlet to power it.Because of their low cost, you can now find portable spas and saunas in many homes today. And, no matter whether you choose an in-ground or portable sauna, it can provide a welcome place where you can relax and get away from the tensions and pressures of the outside world.