Intellectual property indemnification is a contractual provision where one party agrees to compensate the other for any losses or damages arising from third-party claims of intellectual property infringement. This clause aims to protect the indemnified party from legal liabilities related to the use, production, or distribution of potentially infringing intellectual property.
Intellectual Property Indemnification. Intellectual Property indemnification shall be provided by Customer and Developer, respectively, as set forth in that certain Master Service Agreement entered into by and between the Parties.
Greenland Intellectual Property Indemnification. Greenland shall indemnify, defend, and hold harmless Partner and its representatives from and against all losses awarded against any Partner Indemnified Party in a final, non-appealable judgment arising out of any Claim of a third party after the Effective Date alleging that any of the Products infringe any Intellectual Property Right of a third party. If the Products, or any part of the Products, becomes subject to a third-party Claim that qualifies for intellectual property indemnification coverage, Greenland shall notify Partner in writing to cease using all or a part of the Products, in which case Partner shall immediately cease all such use of such Products on receipt of Greenland's Notice.
Supplier Intellectual Property Indemnification. Subject to terms and conditions of this Agreement, Supplier shall indemnify, defend and hold harmless Buyer and its Representatives (collectively, the “Buyer Indemnified Parties") from and against all Losses awarded against any Buyer Indemnified Party in a final non-appealable judgment arising out of any Claim of a third party alleging that any of the Goods infringe any Intellectual Property Right of a third party. If the Goods, or any part of the Goods, becomes, or in Supplier’s opinion is likely to become, subject to a third-party Claim that qualifies for intellectual property indemnification coverage under this Section 9.3, Supplier shall, at its sole option and expense, notify Buyer in writing to cease using all or a part of the Goods, in which case Buyer shall immediately cease all such use of such Goods on receipt of Supplier’s Notice.
Intellectual Property Indemnification. QAD shall defend, at its expense, any action brought against a Licensee based on the claim that the use of the licensed Software owned by QAD or the Tools and Database, when used within the scope of this Agreement infringes any intellectual property rights. QAD shall indemnify a Licensee for any damages finally awarded against a Licensee which are attributable to such claim, provided a) Licensee notifies QAD within ten (10) days of any suit or claim, b) Licensee lets QAD defend, compromise, or settle the claim, and c) Licensee gives QAD the requested information and fully cooperates in defending, compromising or settling the claim.
Seller Intellectual Property Indemnification. Subject to the terms and conditions of Section 17.04, Seller shall defend (or at Distributor’s option cooperate in the defense of), hold harmless and indemnify Distributor Indemnitees from and against all Losses relating to, arising out or resulting from any Claim by a Party hereto or any third party or any direct Claim against Seller alleging that any of the Goods, or Distributor receipt or use thereof. infringes any Intellectual Property Right. In addition, if such a Claim is or is likely to be made, Seller shall. at its own expense, exercise the first of the following that is practicable: (a) obtain for Distributor and its Customers the right to continue to use and sell the Goods consistent with this Agreement: (b) modify the Goods so they are non-infringing and in compliance with this Agreement; (c) replace the Goods with non-infringing ones that comply with this Agreement: or (d) al Distributor’s request, accept the cancellation and return (at Seller’s expense) of infringing Goods without Distributor or Customers having any cancellation liability and refund to Distributor and Customers any amount paid for such infringing Goods. If the Goods, or any part of the Goods, become. or in Seller’s opinion are likely to become, subject to a Claim that qualifies for intellectual property indemnification coverage under this Section 17.03. Seller shall. at its sole option and expense, Notify Distributor and its Customers to cease using such Goods. Distributor shall notify Seller of third-party Claims against Distributor and reasonably cooperate in the investigation, settlement, and defense of such Claims at Seller’s expense.
Intellectual Property. Indemnification Obligation. Seller warrants that to the best of its knowledge after reasonable investigation, the Products do not infringe any intellectual property rights, and it represents and covenants that it has disclosed in a writing attached to these Terms & Conditions pertinent to the disclosure, any limitation on this warranty. Seller shall defend, indemnify and hold Purchaser harmless from any and all costs, expenses (including reasonable attorneys’ fees and costs), losses, damages and liabilities incurred due to Products actual or alleged infringement of any patent, copyright, trade secret, trademark, or other intellectual property rights arising out of the use or sale by Purchaser. Both Parties agree to notify each other promptly after receiving notice of alleged infringement and both Parties will be permitted to participate in the defense or settlement thereof.
INTELLECTUAL PROPERTY INDEMNIFICATION. Company represents, warrants and covenants that all deliverables and services provided to Selling Firm, and all intellectual property that is proprietary to Company or a third party, is licensed or made available to Selling Firm and is necessary to enable Selling Firm to use such deliverables or services, does not and will not infringe or misappropriate any third party intellectual property rights. Company will indemnify, defend, and hold Selling Firm harmless if any such representations are false, or warranties or covenants are breached. If Selling Firm’s use of Company’s services or deliverables under this Agreement is, or is reasonably likely to be, enjoined due to such infringement, then Company will make all reasonable efforts to correct or replace the infringing part of the services or deliverables with substantially similar functionality so as to avoid the infringement.
Intellectual Property (IP) indemnification is a contractual promise in which one party agrees to protect another party against any claims, damages, or losses resulting from infringement of intellectual property rights. This includes patents, copyrights, trademarks, or trade secrets. Typically, the indemnifying party assures the indemnified party that they will take responsibility for defending against any infringement claims and cover any related legal costs or damages.
You should consider using intellectual property indemnification in contracts where there is a possibility of IP rights infringement. Common situations include:
When crafting an IP indemnification clause, it is essential to:
Example:
Intellectual Property Indemnification Clause: The Licensor shall indemnify, defend, and hold harmless the Licensee against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any alleged infringement of any patent, trademark, copyright, or trade secret by the licensed software, provided that the Licensee promptly notifies the Licensor of such claims and allows the Licensor to control the defense.
Intellectual property indemnification clauses can be found in a variety of contracts, including but not limited to:
Including a well-crafted indemnification clause in these contexts helps manage legal risks associated with intellectual property infringement.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The intellectual property ownership clause outlines the rights and responsibilities regarding the ownership and control of intellectual property (IP) created or used within the scope of a contract. Typically, it specifies whether the IP rights are retained by the creator, transferred to another party, or shared between parties involved, thereby preventing potential disputes over IP rights.
The intellectual property clause in a contract defines the ownership rights and usage conditions for any creations, inventions, or proprietary information that are developed, exchanged, or used during the course of the agreement. It typically outlines whether the intellectual property rights are retained by the creator, transferred to another party, or shared among parties, detailing any limitations and obligations associated with these rights.
The "Interruption of Services" clause outlines the conditions and responsibilities associated with temporary or permanent disruptions in the provision of services outlined in a contract. It typically includes information on notification requirements, potential remedies, and liability limitations for the parties involved when service interruptions occur.
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