No infringement: Overview, definition, and example
What is "no infringement"?
"No infringement" refers to a legal assurance or statement indicating that an action, product, service, or intellectual property does not violate the rights of others, such as patents, trademarks, copyrights, or other protected assets. In contracts, it often means that the parties involved guarantee that their actions or creations do not infringe upon the intellectual property rights of third parties. A "no infringement" clause is commonly included in contracts to reassure the other party that there will be no legal issues related to intellectual property.
For example, a software company might provide a "no infringement" warranty stating that their software does not infringe on any third-party patents or copyrights.
Why is "no infringement" important?
"No infringement" is important because it protects parties from legal disputes and the potential financial consequences of infringing on another party’s intellectual property. For businesses and creators, guaranteeing that their actions or products do not infringe upon the rights of others is crucial for maintaining good legal standing, protecting reputation, and avoiding costly lawsuits. By including a "no infringement" clause in a contract, businesses also provide assurance to customers, investors, and partners that the company is not exposed to the risks associated with intellectual property violations.
For the party relying on this clause, it provides a sense of security, knowing they are protected from legal challenges related to IP infringement that could disrupt business operations or lead to financial liability.
Understanding "no infringement" through an example
Imagine a company that manufactures gadgets and wants to license a new design for a product. The company that owns the design provides a "no infringement" guarantee, assuring the licensing company that the design does not infringe on any existing patents. The licensing company relies on this guarantee to avoid potential legal battles or financial penalties if the design is later found to violate another patent.
In another example, a software development company signs a contract with a client to develop a new application. The contract includes a "no infringement" clause stating that the software being developed will not infringe any third-party copyrights or patents. This clause ensures that the client is protected from legal claims if the software is released into the market and later challenged for intellectual property violations.
An example of a "no infringement" clause
Here’s how a "no infringement" clause might appear in a contract:
“The Supplier represents and warrants that the products and services provided under this Agreement do not infringe, misappropriate, or otherwise violate any third-party intellectual property rights, including patents, trademarks, copyrights, or trade secrets. The Supplier agrees to indemnify and hold harmless the Client from any claims or damages arising from any such infringement.”
Conclusion
A "no infringement" clause is an essential element in contracts involving intellectual property, providing assurance that the actions, products, or services being offered do not violate the intellectual property rights of third parties. By including such a clause, parties can avoid the risks associated with infringement, such as legal disputes and financial penalties, and can foster trust and security in their business dealings. Understanding and incorporating "no infringement" provisions is crucial for businesses to protect themselves from intellectual property risks and uphold legal compliance.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.