This chapter argues that disproportionate police brutality against Black people is a fact of every American generation because the systems of oversight are not designed to deter it. The history of unchecked misconduct shows that criminal charges are almost unheard of because police criminality is not perceived as criminal. Civil constraints also face numerous structural obstacles--from a failure to monitor to a range of doctrinal roadblocks judges have imposed on federal civil rights laws. Many cases never get to court because of administrative hurdles drafted into collective bargaining agreements. Despite a small number of exceptions, the consistent result is a mutual lack of trust between Black communities and the public safety officers they count on and a systemic lack of deterrence when policing goes wrong.

Chapter 10 focuses on representatations and warranties made by parties in IP agreements, as well as liability-allocation mechanisms such as indemnification. The chapter begins by discussing warranties of title (Loew’s v. Wolff) and general “corporate” warranties, then addresses warranties relating to performance (including malicious computer code) and remedial procedures. Disclaimers, exclusions from liabilty for consequential and indirect damages, and limitations of liability are also addressed. the chapter next discusses IP indemnification clauses, including a detailed analysis of the drafting and negotiation of such clauses (So. Cal. Gas v. Syntellect). It concludes with a discussion of insurance requirements and clauses.

This chapter begins by introducing the concept of corporate governance, and the regulatory role of directors’ duties. An appreciation of corporate governance methodologies gives context to the ‘hard law’ of directors’ duties. The chapter then considers who falls within the definition of director, the role of the director within the company, and how that role attracts legal and non-legal regulation.