IP Indemnity Clause Samples
An IP Indemnity clause requires one party, typically the seller or service provider, to protect the other party from losses or legal claims arising from allegations that the provided products or services infringe on third-party intellectual property rights. In practice, this means that if a third party sues the buyer for patent, copyright, or trademark infringement related to the use of the supplied goods or services, the indemnifying party will cover legal costs, damages, and settlements. The core function of this clause is to allocate the risk of IP infringement, ensuring that the buyer is not financially liable for issues stemming from the provider’s products or services.
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IP Indemnity. (a) Except as expressly limited below, Seller agrees to indemnify, defend and hold Buyer harmless from any and all third party claims resulting from any alleged infringement of patents, copyrights or other third party intellectual property rights, or from the misuse of third party trade secrets by Bloom Systems purchased by Buyer from Seller. Buyer shall give Seller prompt notice of any such claims. Buyer shall give Seller control of the defense of such claim and Buyer authorizes Seller to settle or defend such claims in its sole discretion on Buyer’s behalf, subject to the proviso of the following sentence. Buyer shall assist Seller in defending any such claim (at Seller’s reasonable expense) upon request by Seller. Should Buyer be enjoined from selling or using the Bloom System as a result of such claim, Seller will, at its sole option and discretion, either (i) procure or otherwise obtain for Buyer the right to use or sell the Bloom System; (ii) modify the Bloom System so that it becomes non-infringing but still substantially meets the original functional specifications of the Bloom System (in which event, for the avoidance of doubt, all warranties hereunder shall continue to apply unmodified); (iii) upon return of the Bloom System to Seller, as directed by Seller, provide to Buyer a non-infringing Bloom System meeting the functional specifications of the Bloom System, or (iv) when and if none of the first three options is reasonably available to Seller, authorize the return of the Bloom System to Seller and, upon receipt thereof, return to Buyer all monies paid by Buyer to Seller for the cost of the Bloom System itself, net of any monies paid by Seller to Buyer for any performance guaranties or other warranty claims; provided that Seller shall not elect the option in the preceding clause (i) without the Buyer’s written consent if such election is reasonably expected to materially decrease Buyer’s revenues or materially increase Buyer’s operating expenses.
(b) THIS INDEMNITY SHALL NOT COVER ANY CLAIM:
(i) for patent infringement based upon any combination made by Buyer of any Bloom System with any other product or products or modifications made by Buyer to any part of the Bloom System, unless such combination or modification is in accordance with Seller’s specifications for the Bloom System, or unless the combination or modification is made by or on behalf of or at the written request of Seller; or
(ii) for infringement of any proprietary rights arising...
IP Indemnity. Formidium shall defend, indemnify and hold harmless the Client from and against any final judgment, including an award of reasonable attorney’s fees, that may be awarded by a court of competent jurisdiction against the Client, resulting from any third-party claim, suit or proceeding that arises from the Client’s use of the Formidium Systems in accordance with this Agreement that infringes or misappropriates any U.S. trade secret, trademark, or copyright (“Claim”). Notwithstanding the foregoing Formidium will have no indemnity obligation to the Client if the alleged infringement or misappropriation is based on (i) any combination, operation, or use of the Formidium Systems with products, services, information, materials, technologies, business methods or processes not furnished by Formidium to the extent the infringement or misappropriation is based on such combination, operations or use;
IP Indemnity a The Company indemnifies the Affiliate from and against any claim or proceeding brought against the Affiliate in the Territory to the extent that claim or proceeding alleges that the resale of the Products & Services (or the use of the Brands) by the Affiliate in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights in the Territory (IP Claim). The indemnity in this clause is subject to the Reseller: ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Company’s prior written consent; and iii giving the Company complete authority and information required for the Company to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Company’s account. b The indemnity in clause 11.1a does not apply to the extent that the IP Claim arises from or in connection with the conduct of the Business in breach of the Agreement, including: i the resale of the Products *& Services (or use of the Brands) outside the Territory; or ii any warranty given or representation made by the Affiliate to a Customer or prospective Customer in breach of clause 11.1a. c Without limiting the indemnity in clause 11.1a, if at any time an IP Claim is made, or in the Company’s opinion is likely to be made, then in defence or settlement of the IP Claim, the Company may modify or replace the items the subject of the IP Claim so they become non- infringing.
IP Indemnity. Remedent shall indemnify Den-Mat and its Affiliates and its and their respective officers, directors, members, managers, employees, agents and representatives from and against any and all Liabilities, to the extent resulting from, arising out of, or in connection with any infringement or alleged infringement of the Products, the Intellectual Property of Remedent, or any use or application thereof upon any Intellectual Property of any Person. If the manufacture, distribution, marketing, licensing, sale or use of any Product or Intellectual Property, as contemplated by this Agreement, is enjoined as a result of any Intellectual Property claim or judgment, then Remedent, in addition to its other obligations under this Agreement, shall, at its option, (i) obtain for Den-Mat, at Remedent’s expense, any license required for Den-Mat to manufacture, market, distribute, license and sell the Products as contemplated by this Agreement, or (ii) redesign the infringing item or items to be non-infringing, while maintaining the original function thereof or (iii) replace the infringing item or items with an equivalent, non-infringing item approved by Den-Mat.
IP Indemnity a. Subject to the limitations set forth in section 10.1, Tourplan indemnifies you against any claim or proceeding brought against you to the extent that claim or proceeding alleges that your use of the Software in accordance with this Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to you: • promptly notifying Tourplan in writing of any IP Claim; • making no admission of liability and not otherwise prejudicing or settling the IP Claim, without Tourplan’s prior written consent; and • giving Tourplan complete authority and information required for Tourplan to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for Tourplan’s account.
b. The indemnity in section 1.5a does not apply to the extent that an IP Claim arises from or in connection with: • your breach of this Agreement; • the use of the Software or the Documentation in a manner or for a purpose not reasonably contemplated by this Agreement or otherwise not authorised in writing by Tourplan; • any third party data or data owned by you or any person other than Tourplan; or • modification or alteration of the Software by a person other than Tourplan; or • combination of the Software with any other software product not approved by Tourplan.
c. If at any time an IP Claim is made, or in the Tourplan’s reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, Tourplan may (at its option): • obtain for you the right to continue using the items that are the subject of the IP Claim; or • modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing.
IP Indemnity. 19.1. Tesla shall indemnify, defend and hold harmless Buyer and its Representatives from any Losses arising out of any Claim alleging that any Services performed under this Agreement, or any component or software incorporated in the System by Tesla during performance of the Services, infringes the intellectual property rights of any third party. However, Tesla shall have no obligation to indemnify Buyer or any Representative to the extent such Claim arises out of: (i) use of the System in combination with products, materials or equipment not expressly authorized by Tesla in circumstances where the infringement would have been avoided by the use of the System not so combined; or (ii) any modifications or changes made to the System other than by ▇▇▇▇▇ in circumstances where the infringement would have been avoided without such modifications or changes.
19.2. If any Claim for infringement or alleged infringement of any intellectual property rights is made, Tesla may, at its own expense and in its sole discretion, (x) modify any or all of the intellectual property rights so as to avoid the infringement or the alleged infringement; or (y) take such other action as Tesla deems reasonable to avoid or settle such Claim in accordance with Section 20, and this shall be the sole and exclusive remedy available to Buyer in respect of such Claim.
19.3. Buyer shall indemnify, defend and hold harmless Tesla and its Representatives from any Losses arising out of any and all Claims
19.3.1. involving(a)any Buyer modification (directly or indirectly), use or reuse of the Licensed Materials other than as permitted under Section 16, (b) use of the System in combination with any other products, materials or equipment not expressly authorized in writing by ▇▇▇▇▇ in circumstances where the infringement would have been avoided by the use of the System not so combined; or (c) any modifications or changes made to the System other than by ▇▇▇▇▇ in circumstances where the infringement would have been avoided without such modifications or changes, and
19.3.2. any Buyer breach of the licenses and other intellectual property rights granted to Buyer by Tesla pursuant to this Agreement.
IP Indemnity. Partner will extend to Customer any pass-through indemnification coverage offered by its licensors and suppliers against liabilities arising solely from a third party allegation that the use of Google’s technology used to provide the Products and Services (excluding any open source software), or any Google Brand Feature, infringes or misappropriates such third party’s patent, copyright, trade secret, or trademark.
IP Indemnity. Entrust will defend You from any claims by third parties that the Software infringes upon or misappropriates any existing third-party United States patent, trade-▇▇▇▇, or copyright (a "Claim"), and will pay any damages, settlements, costs, and expenses, including court costs and reasonable attorney's fees, finally awarded against You by a court or arbitrator in any proceeding related to such claim, provided, however, that You (i) give to Entrust prompt written notice of each Claim threatened or received by You, (ii) give to Entrust the sole right to control and direct the investigation, defense and settlement of such Claim, and (iii) have not compromised or settled the Claim. In the event that (1) Entrust becomes aware of an actual or potential Claim, or (2) You provide Entrust with notice of an actual or potential Claim, Entrust may (or in the case of an injunction against You, will), at Entrust’s sole option and determination: (A) procure for You the right to continue to use the Software; or (B) replace or modify the Software with equivalent or better Software so that Your use is no longer infringing; or (C) if (A) or (B) are not commercially reasonable, take return of the affected portion of the Software and pay to You fees paid by You for the Services related to the affected portion of the Software during the three month period immediately preceding the Claim. Entrust will have no liability to You under this section and will be indemnified and held harmless by You against any Claim in respect of any Software in the event that such Software: (I) is used by You outside the scope or the license granted in this Plan or in a manner or for a purpose other than that for which it was supplied; (II) is modified by You without the written consent of Entrust; or
IP Indemnity. Seller agrees to indemnify and hold Buyer, its affiliates, subsidiaries, and its/their respective successors, assigns, and each of their respective officers, directors, employees, agents, contractors, customers, and users harmless from all liabilities, claims, demands, judgments, decrees, other actions, damages, royalties, costs, losses, and expenses (including incident attorney's fees) arising from any infringement or claimed infringement of any patent, copyright, trademark, trade secret, or other proprietary right occasioned by the use or sale by Buyer of Products covered by the PO. ▇▇▇▇▇▇ agrees that it will, upon request of ▇▇▇▇▇ and at ▇▇▇▇▇▇'s own expense, defend or assist in the defense of any action which may be brought against Buyer for such infringement or claimed infringement and that ▇▇▇▇▇ may be represented by and actively participate through its own counsel in any such action.
IP Indemnity. (a) Except as expressly limited below, Seller agrees to indemnify, defend and hold Buyer, its members, and their Affiliates and their respective managers, officers,