Intellectual Property Law

New Matter VOLUME 50, EDITION 1, SPRING 2025

The Licensing Corner

JAY PARKHILL
Parkhill Venture Counsel, P.C.

COMPARATIVE ANATOMY OF INDEMNIFICATION PROVISIONS IN COMMERCIAL AND M&A AGREEMENTS

IN THE MEMORABLE WORDS OF AN OLD CLIENT "no one actually understands indemnification." Though we work with indemnification language in most contracts, and many of us have negotiated these provisions 100s or 1000s of times, I am sometimes inclined to agree. In my career I am fortunate to work on a variety of transactions, including commercial agreements and M&A. It has always struck me as fascinating that both types of agreement contain indemnification sections, but the structure and content is very different. Here then, is a comparison of common indemnification provisions in both types of contracts.

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