Don’t come to me, if the product I sell you infringes IP

Another golden oldie. If you think of software licensing as the sale of an intangible product, giving an indemnity against IP infringement makes more sense and is aligned with the law on sale of goods.

IP Draughts

Disclaimers can take many forms... Disclaimers can take many forms…

The title of this post is almost poetic.  Recently, IP Draughts was asked for advice on the sale of products by an overseas company to purchasers in the UK.  The products were to be sold to retail businesses, who would resell to consumers.

The question that was raised was whether the contract terms between the client and the retailer could include a provision by which the client excluded liability if the retailer were sued by a third party for IP infringement.

Any such provision would face some legal obstacles.

Section 12 of the (UK) Sale of Goods Act 1979 (SGA) implies into contracts for the sale of goods, in summary:

  1. A condition that the seller has the right to sell the goods; and
  2. A warranty that the buyer will enjoy “quiet possession” of the goods.

In Microbeads v Vinhurst Road Markings [1975] 1 All ER…

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