Contractor Intellectual Property Indemnification Clause Samples
The Contractor Intellectual Property Indemnification clause requires the contractor to protect the client from any legal claims or damages arising from the use of intellectual property provided by the contractor under the agreement. This typically means that if a third party alleges that the contractor’s deliverables infringe on their patents, copyrights, or trademarks, the contractor must defend the client and cover any resulting costs or liabilities. The core function of this clause is to allocate the risk of intellectual property infringement to the contractor, ensuring the client is not held responsible for unauthorized use of protected materials.
POPULAR SAMPLE Copied 1 times
Contractor Intellectual Property Indemnification. (a) Subject to paragraph (a) of Article 18.2 (Owner's Intellectual Property Indemnification), Contractor shall indemnify, defend, and hold harmless Owner from any and all Losses arising from, in connection with, or based on any allegations made by third parties (including Subcontractors of Contractor) that Owner's possession or use of the Work, or any part thereof, infringes any third-party U.S., Canadian or Mexican Intellectual Property Right.
(b) If the use of the Work or any part thereof is enjoined, Contractor shall, or, if in Contractor's reasonable opinion the Work or any part thereof is likely to be enjoined, Contractor may, in either case at its expense, either procure for Owner the right to use the Work or infringing part thereof, as the case may be, or substitute an equivalent product reasonably acceptable to Owner, or modify the Work or infringing part thereof to render them non-infringing without materially affecting their utility or functionality. If Contractor determines that none of these alternatives is reasonably available or feasible, Contractor shall meet with Owner to address the matter and reach an equitable solution reasonably acceptable to Owner.
(c) Contractor's obligations under this Article 18.1 (Contractor Intellectual Property Indemnification) shall be subject to Article 20.3 (Indemnification Procedures).
(d) The foregoing sets forth Owner's sole remedy and Contractor's sole and entire obligations with respect to any claims of infringement or misappropriation of Intellectual Property Rights arising out of or related to the Work.
Contractor Intellectual Property Indemnification. (a) Subject to paragraph (a) of Article 21.2 (Customer’s Intellectual Property Indemnification) and the limitations set forth in paragraph (h) of Article 18.3 (Warranties for Deliverable Items), Contractor shall indemnify, defend, and hold harmless Customer from any and all Losses arising from, in connection with, or based on any allegations made by third parties (including Subcontractors of Contractor) that Customer’s use of the Work, or any part thereof infringes any third-party Intellectual Property Right, unless such infringement would not have occurred but for Contractor following the written requests, instructions, or specifications of Customer.
(b) If the use of the Work or any part thereof is enjoined, Contractor shall, at its option and expense, either procure for Customer the right to use the Work or infringing part thereof, as the case may be, or substitute an equivalent product reasonably acceptable to Customer, or modify the Work or infringing part thereof to render them non-infringing without affecting their utility or functionality. If Contractor determines that none of these alternatives is reasonably available or feasible, Contractor shall meet with Customer to address the matter and reach an equitable solution reasonably acceptable to Customer.
(c) Nothing in this Contract shall be construed as requiring Contractor to defend a suit or pay damages or costs if either (i) the infringement claim or judgment is based upon the use of any goods or services furnished in combination with other goods or services not provided by Contractor, unless such combination was identified in Exhibit A (Spacecraft Performance Specifications); (ii) the infringement claim is based on the goods or services being used in other than their specific operating environment as defined in Exhibit B (SOW); or (iii) the infringement claim is based on Customer’s modification of the Work or part thereof in a manner not intended or reasonably foreseeable by Contractor.
(d) Contractor’s obligations under this Article 21.1 (Contractor Intellectual Property Indemnification) shall be subject to Article 24.4 (Indemnification Procedures).