Legal Question in Business Law in Indiana
We have a contract question. What does this paragraph mean.
"blank" warrants its authority to convey title of "blank" products sold under this Agreement, and that the transfer of it to Distributor shall be rightful, provided, however, that "blank" does not warrant that its products sold under it are delivered free of any claim by any person in the nature of infringement or the like.
2 Answers from Attorneys
Based on the information provided in your submission to Law Guru, the person signing has authority to do so and that there is no guaranty that the product does not violate a patent right or some other right owned by some other person.
As a Franchise Attorney I can positively say the explanation is a more complicated. First of all it doesn't mention patents and the infringement referenced most likely means trademark infringement. What the paragraph is basically saying is they are selling what they have, but it may end up they don't have a legal right to be distributing the product at all. For example, they may have bought a load of pirated watches from China bearing a Rolex trademark. They're conveying the watches that they duly bought from China, but you will be the one sued by Rolex for trademark infringement when you try to sell them. And their "contract" means you can't come back at them. This is increasingly common these days, so beware. Consult with a good business or franchise attorney in your area for specific advice.
Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.
Franchise Foundations, a Professional Corporation
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