The American Law Institute recently published “The Principles of Law of Software Contracts” (the “Principles”), which contains many “law-reform recommendations” relating to the law applicable to software transactions. Finnegan attorney J.T. Westermeier
expects that parties in disputes relating to software transactions will seek to use those parts of the Principles supportive of their positions. Westermeier’s article gives a detailed accounting of the “implied indemnification against infringement” section of the Principles, and he concludes that while the Principles do not yet represent enforceable legal requirements, it makes sense to exclude or modify the implied indemnification against infringement to clarify and avoid inconsistent indemnification obligations against infringement.