Non Aggression Limitation/Provision

Refers to a clause in an indemnity, particularly an intellectual property indemnity, which provides that a supplier or licensor’s obligations to defend intellectual property claims made against the indemnitee do not extend to, or is limited in cases where the claims of infringement were made as counterclaims or countersuits in litigation the indemnitee initiated – in other words “don’t provoke a fight and then expect us to defend you!” Because of the prevalence of Sleeping Dog and Tacit Licenses, such clauses make more sense than might at first appear. It is sometimes (but rarely) called an Italian clause.

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