Issue link: https://htpgraphics.uberflip.com/i/116750
Emily's R&D SOLUTIONS Liability and indemnity n Lakeland should resist as far as possible the provision which states that Lakeland's liability in relation to use by NWP of the results of the project will be unlimited. Although Lakeland will be creating the IP, if NWP has its way, it will be the exclusive licensee of the IP and will be using it for its commercialisation process. Lakeland will have no control over the use that NWP makes of the IP. Accordingly, it should not be held responsible for any issues that arise out of NWP's use of the IP. n Lakeland should reject the call from NWP for it to provide an indemnity in relation to IP infringement. Again, Lakeland would have no control over the use that NWP makes of the IP. NWP could use the IP in such a way that it does infringe third party rights. Lakeland should not be responsible for this. An indemnity should always be resisted as it effectively means that you have to pay, pound for pound, any damage that the party to whom you give the indemnity might suffer. n Lakeland should try to cap any liability which it might have under the RDA and other agreements. Key employee n NWP want to be able to terminate the contract if Emily leaves Lakeland as she is deemed to be a key person. This may be because they think the research cannot carry on without her. Lakeland may want to insert a provision stating that if Emily does leave, the parties should seek to appoint a suitable replacement. If such a person cannot be agreed upon in a specified period of time, then the Agreement should be terminated. 60