The IP indemnification clause is a provision in a contract where one party agrees to compensate the other for any losses or damages resulting from third-party claims of intellectual property infringement. This ensures that the indemnifying party bears the financial responsibility if their products or services infringe on existing IP rights, protecting the other party from legal and financial liabilities.
The “IP Indemnification Cap” shall mean an aggregate amount equal to [***] plus any amounts reallocated by Walmart from the Symbotic Adjusted Cap Amount pursuant to Section 15.6(e) minus an amount equal to the amount of all Walmart Refresh Amounts under Section 15.6(b).
Notwithstanding Section 15.6(d), Walmart can allocate, in its sole discretion by written notice to Symbotic, any amount of the then-current Symbotic Adjusted Cap Amount towards any or all IP Indemnification Claims. In the event that Walmart elects to allocate any of the Symbotic Adjusted Cap Amount to an IP Indemnification Claim, the amount allocated shall (i) be deducted from the then-current Symbotic Adjusted Cap Amount and (ii) shall be applied as follows: (x) if the amount of the Symbotic Adjusted Cap Amount being applied was part of a Walmart Refresh Amount then the Symbotic Adjusted Cap Amount may only be applied to the IP Indemnification Losses as set forth in Section 15.6(d) (i.e., only on a 50% basis), and (y) if the amount of the Symbotic Adjusted Cap Amount being applied was not part of a Walmart Refresh Amount then the Symbotic Adjusted Cap Amount may be applied to the IP Indemnification Claim Losses as if such claim was not an IP Indemnification Claim (i.e., on a 100% basis).
Section 6(d) (Client IP Indemnification) to the extent such Client Infringement Claim arises from: (A) use of any part of the Client IP Indemnity Assets in combination with third party materials or third party software not provided or approved by Client in writing; (B) modifications made by Fiserv or any Fiserv third party, but solely to the extent such modifications were not approved by Client in writing; (C) use of other than the current release of Client IP Indemnity Assets if infringement would have been avoided by use of such current release and Client notified Fiserv of the potential infringement; (D) use of the Client IP Indemnity Assets other than in accordance with this Agreement; (E) use of any part of the Client IP Indemnity Assets for any purpose not related to the provision to or receipt by Client of Deliverables under this Agreement; (F) adherence to detailed written specifications or instructions provided by Fiserv that Client is required to comply with (provided Client notifies Fiserv of the possibility of infringement or misappropriation if and to the extent the Client Personnel adhering to such specifications or instructions possess actual knowledge of such possibility); or (G) [***] (iii) The obligations of Client as set forth in this Section 6(d)
IP Indemnification. Berzelius shall indemnify and hold harmless Amprius, its officers, directors, representatives and employees from and against any third-party claim alleging that any Materials delivered hereunder infringe such third party’s intellectual property rights.
IP Indemnification. Supplier shall indemnify, defend and hold harmless S&W and its Protected Parties from and against all claims by a third party alleging that any of the Products infringe any Intellectual Property Right of a third party, except to the extent the same relates to or results from (i) use of S&W’s trademarks, or (ii) Supplier’s compliance with any Specifications or design supplied by S&W. If the Products, or any part of the Products, becomes, or in Supplier’s reasonable opinion is likely to become, subject to a Third Party Claim that qualifies for intellectual property indemnification coverage under this Section 7.3, Supplier shall notify S&W in writing to cease using all or a part of the Products, in which case S&W shall immediately cease all such use of such Products and Supplier shall use its best efforts to provide Products or similar substitute Products that are non-infringing to S&W.
IP Indemnification. The JV Agreement will set the indemnification obligations of each Party towards the other Party with respect in the event of a claim or suit based on an alleged infringement of third parties’ rights by such Party’s Background IP (as defined in the Cooperation Agreement).
The parties acknowledge and agree that any Purchaser Damages within the IP Indemnification Limit shall be recoverable by Purchaser as follows: (i) the first $30,000,000 of Purchaser Damages (the “Direct IP Indemnification Limit”), at the sole discretion of the Purchaser, shall be recoverable either directly from Seller or through setoff pursuant to Section 13.8, and (ii) all remaining Purchaser Damages in excess of the Direct IP Indemnification Limit shall be recoverable exclusively through setoff pursuant to Section 13.8; provided, however, that, with respect to clause (ii), (A) such setoff shall only occur at the time when any Contingent Payments are due and shall not accrue as unpaid towards future Contingent Payment and (B) the amount of any Purchaser Damages to be offset against any single Contingent Payment shall not exceed twenty percent (20%) of such Contingent Payment.
Background Intellectual Property and Project IP Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and their respective Indemnitees from any and all Claims that the Indemnitee’s use of the indemnifying Party’s Background IP in accordance with this Agreement violates the Intellectual Property rights of a third party.
IP Indemnification by Distributor. Distributor shall fully defend, indemnify and hold harmless Company from and against any and all liability, losses or costs for any third party claims, suits, actions, demands and threats based on any infringement of third party intellectual property rights [***]. In the event that the infringement of third party intellectual property 1ights is attributable to [***], then Distributor and Company shall bear responsibility, and indemnify the other Party, in proportion to [***].
IP Indemnification. (a) GE Aviation IP Indemnification Obligation. GE Aviation shall indemnify, defend and hold harmless the BHGE Indemnitees from and against any and all Liabilities incurred by the BHGE Indemnitees arising from a third party claim alleging that any portion of the LM Products or Spare Parts, in each case supplied by or on behalf of GE Aviation under this Agreement, infringes or misappropriates Intellectual Property; provided that, with respect to any such portions provided by any RSP, in such cases where the RSP is responsible for the infringement (and is not merely following the detailed specifications or directions of GE Aviation), the foregoing obligations of GE Aviation shall apply only to the extent that such RSP owes comparable obligations to GE Aviation. (b) Notice of Claims. BHGE will promptly notify GE Aviation in writing of such claims and give GE Aviation full authority, information and assistance for the defense and resolution of such claims. (c) Exclusions. The remedies described in this Section 6.18 do not apply to any product (1) not purchased by BHGE from GE Aviation; or (1) that was modified, combined with other items (except for such combinations of LM Products or Spare Parts provided by or on behalf of GE Aviation), or was not used for its intended purpose, in each case where such modification or combination results in the infringement; or (1) that was supplied by BHGE or manufactured by GE Aviation according to BHGE’s detailed specifications or directions (“BHGE’s Instructions”), where a claim under Section 6.18(a) resulted from GE Aviation’s use or reliance on BHGE’s Instructions. With respect to products not manufactured by GE Aviation, any indemnity given by the manufacturer thereof to GE Aviation shall apply to BHGE.
IP Indemnification. Seller shall indemnify each of Buyer, its officers, directors and employees and those of Buyer’s Affiliates (the “Indemnitees”) on written demand in respect of the Indemnified Losses and shall take all steps necessary to defend any IPR Claim. In this section: “Indemnified Losses” means all losses, damages, costs, expenses and other liabilities (including, without limitation, reasonable legal and other professional fees) incurred by or awarded against an Indemnitee in connection with an IPR Claim or that are agreed to be paid by an Indemnitee by way of settlement or compromise of an IPR Claim (provided that any such settlement or compromise either arises as a result of Buyer’s assumption of the defence of the IPR claim pursuant to Section 16.02 or is not prohibited by Section 16.04(b)); and “IPR Claim” means any claim or action against an Indemnitee by any third party alleging that any IP Rights of Seller or Buyer’s right to use thereof or Buyer’s use or possession of the Products infringes the IP Rights of a third party.
IP indemnification refers to a contractual obligation where one party agrees to compensate another party for any losses or damages that arise from a claim of intellectual property (IP) infringement. This means that if a third party alleges that a product or service infringes on its IP rights, the indemnifying party covers the costs associated with defending against these claims, including legal fees and any settlement or judgment amounts.
IP indemnification should be used in contracts when:
Utilizing IP indemnification in these scenarios mitigates risk and clarifies obligations, thereby protecting your business from unforeseen IP disputes and financial liabilities.
Writing an IP indemnification clause involves clearly outlining the scope and obligations. Here is a basic structure:
Indemnification Clause:
“[Indemnifying Party] shall indemnify, defend, and hold harmless [Indemnified Party] and its affiliates from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to any claim that the [Indemnified Party]’s use of [Product/Service] infringes upon any third party’s intellectual property rights. This indemnification obligation shall not apply to claims arising from modifications made by [Indemnified Party] or use of the [Product/Service] in combination with other products or services not provided by [Indemnifying Party].”
Make sure to define terms and include any exclusions or limitations specific to your agreement. Consulting legal counsel is recommended to tailor the language to your specific needs and jurisdiction.
Contracts that commonly contain IP indemnification clauses include:
These clauses are essential for defining financial and legal responsibilities, reducing risks, and providing clarity on how IP claims will be managed between contracting parties.
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