INTELLECTUAL PROPERTY RIGHTS INDEMNITY Clause Examples

The Intellectual Property Rights Indemnity clause requires one party to protect the other from losses or legal claims arising from allegations that the provided goods, services, or materials infringe on third-party intellectual property rights. Typically, this means the indemnifying party will defend against such claims and cover any resulting damages or costs. This clause is essential for allocating the risk of IP infringement, ensuring that the party receiving the goods or services is not held liable for unintentional violations of intellectual property laws.

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INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services. (b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify. (c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement. (d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry...

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INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Frog shall indemnify the Customer against all costs and damages awarded under any final judgment by a court of competent jurisdiction (or which are agreed by Frog in settlement) in respect of any claim that the Customer’s possession or use of the Frog Software in accordance with this Agreement infringes the Intellectual Property Rights of any third party. 7.2 The indemnity set out in clause 7.1 is subject to: 7.2.1 the Customer giving Frog prompt notice, in writing, of the details of the claim; 7.2.2 Frog having sole conduct and control of any claim or action which is within the scope of the indemnity including any related settlement negotiations; 7.2.3 the Customer not making any statement prejudicial to Frog; and 7.2.4 the Customer giving Frog all reasonable help in connection with the claim or action (in which case, Frog shall pay the Customer’s proper and reasonable costs). 7.3 If any claim is made against Frog or the Customer that the Customer’s possession or use of the Frog Software infringes any third party’s Intellectual Property Rights, Frog will at its option and expense have the right to: 7.3.1 negotiate a licence for the Customer for the continued use of the Frog Software in accordance with the Agreement; 7.3.2 modify the Customer’s copy or copies of the Frog Software so as to perform in accordance with the current On-Line Documentation and Product Description in all material respects and to avoid the claim of infringement or any interlocutory injunction or court order in respect of the Frog Software; or 7.3.3 if none of the above are reasonably practicable, Frog may terminate the Agreement and refund to the Customer all Fees relating to the Frog Software paid by the Customer under this Agreement which for the avoidance of doubt excludes any Fees relating to the Equipment and the Services. 7.4 Frog’s obligations under this clause 7 shall not apply in the event that the claim or legal action results from: 7.4.1 use of an earlier release of the Software than Frog’s current release or the Customer’s failure to use updates and patches supplied by Frog; 7.4.2 use of the Software in combination with any other hardware, software except for the Equipment; 7.4.3 use of the Software other than in accordance with the Agreement; or 7.4.4 the Customer’s failure to procure rights which it ought to have procured for Frog or itself under this Agreement.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 Subject to clause 9 (Exclusion and Limitation of Liability) and the other provisions of this clause 13 (Intellectual property rights indemnity) BAE Systems shall: (a) defend or settle, at its option, any legal proceeding brought against the Customer, to the extent that it is based on a claim that any Products, Services or Deliverables (each an “Indemnified Item”) infringe in the United Kingdom or the European Union a third party’s patent, trade secret, or copyright (a “Claim”); and (b) indemnify the Customer against all damages and costs attributable exclusively to such claim awarded by the court finally determining the case (or the amount of any settlement BAE Systems enters into). 13.2 If any Indemnified Item is found to infringe, or in the reasonable opinion of BAE Systems is likely to be the subject of a Claim, BAE Systems may, at its option: (a) obtain for the Customer the right to use such Indemnified Item; or (b) replace or modify such Indemnified Item to make it non-infringing; or (c) withdraw or cease providing such Indemnified Item, remove it from the scope of the Order, and refund a pro-rated portion of the Charges then paid in advance in respect of such Indemnified Item, as assessed against the duration and business benefit realised from the use of such Indemnified Item; and the Customer will abide by BAE Systems decision in this regard. 13.3 BAE Systems shall have no liability or obligation to the extent that any Claim results from: (a) use of any Indemnified Item other than in accordance with the licence terms set out in this Agreement and the applicable Order; (b) use of any Indemnified Item in combination with any software, hardware, products or other equipment or materials not supplied by or approved in writing by BAE Systems; (c) BAE Systems’ compliance with designs or specifications of the Customer; (d) any software, hardware, products or other equipment or materials supplied by or on behalf of the Customer (including any such things procured or obtained by BAE Systems acting on the instructions of the Customer) that have been incorporated into such Indemnified Item; (e) use of an allegedly infringing version of such Indemnified Item, if the infringement could have been avoided by the use of a different version made available to the Customer by BAE Systems; or (f) modification, repair, adjustment or enhancement of the Indemnified Item other than at BAE Systems’ written direction. 13.4 This clause 13 (Intellectual Property Rights Ind...

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 You acknowledge and agree that any and all IP Rights which subsist in or arise in connection with the Deliverables, including any and all IP Rights which may arise during the course of the Agreement in connection with developments of or modifications to the Software, with the exception of the Materials and Your Data, belong to us and/or our third party suppliers/licensors and that you shall have no right in or to the Deliverables save the right to use them as permitted by the Agreement. 10.2 You shall own all rights, title and interest in and to all of Your Data and the Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and the Materials and the means by which you acquired same. 10.3 You shall use reasonable endeavours to prevent any infringement of the IP Rights in the Deliverables and shall promptly report to us any such infringement that comes to your attention. 10.4 If any third party makes a claim against you that the Deliverables infringe its UK IP Rights effective as of the Licence Date, other than infringements referred to in Clause 10.8, we shall indemnify you. To obtain this protection, you must: (a) notify us promptly in reasonable detail in writing not later than 30 days after you receive notice of the claim, or sooner if required by applicable law; (b) give us sole control of the defence and any settlement negotiations; and (c) give us the information, authority, and assistance we need to defend or settle the claim. This indemnity shall be subject to the ultimate cap on our liability contained within the General Terms, in particular clause 11 thereof. The foregoing states your sole and exclusive right and remedy, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability in respect of the infringement of any third party IP Rights of any nature. 10.5 If we believe that the Deliverables infringe or may infringe the IP Rights of any third party, we may choose to either modify the Software or obtain a licence to allow for continued use, or if these alternatives are not commercially reasonable, we may terminate the Agreement and refund any applicable Charges (or part thereof) you have paid for the Deliverables (less an amount in consideration of your use prior to such termination). For the avoidance of doubt, this indemnity shall not apply where the claim in question is attributable to the possession, use, development, modification or m...

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies the End-User against any claim that the normal Use or possession of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier shall have the option, at its own expense, to (i) obtain for the End-User the right under the relevant intellectual property right to continue using the affected Licensed Materials; (ii) replace the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual prop...

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 Without prejudice to any rights or remedies of DCLG the Contractor shall indemnify and keep indemnified DCLG, its servants and agents fully against all actions, claims, proceedings, damages, legal costs, expenses and any other liabilities whatsoever arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights arising out of, in respect of or in connection with the Contract except to the extent that the infringement or alleged infringement is due to material furnished or made available to the Contractor by DCLG. This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of the Contractor. A9.2 The Contractor shall immediately notify DCLG if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of any Intellectual Property Rights which may affect the performance of the Contract. A9.3 DCLG shall immediately notify the Contractor if any claim or demand is made or action brought against DCLG for infringement or alleged infringement of any Intellectual Property Rights in connection to the Contract. A9.4 Subject to the limitation on the indemnity in Clause A9.1 in respect of material furnished or made available to the Contractor by DCLG the Contractor shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and DCLG hereby agrees to grant to the Contractor exclusive control of any such litigation and negotiations. A9.5 DCLG shall at the request and cost of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against DCLG or the Contractor for infringement or alleged infringement of any Intellectual Property Rights in connection with the performance of the Contract. A9.6 DCLG shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by DCLG or the Contractor in connection with the performance of the Contract.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 Without prejudice to any rights or remedies of DCLG the Contractor shall indemnify and keep indemnified DCLG, its servants and agents fully against all actions, claims, proceedings, damages, legal costs, expenses and any other liabilities whatsoever arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights arising out of, in respect of or in connection with the Contract except to the extent that the infringement or alleged infringement is due to material furnished or made available to the Contractor by DCLG. This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of the Contractor.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 41.1 The Service Provider warrants and undertakes that: 41.1.1 the provision and receipt of the Services; 41.1.2 the operation of the Service Systems (including without limitation use of Software); and 41.1.3 the use by TfL, the TfL Group, Other Service Providers, Third Parties, any New Service Provider or any other nominee of TfL or permitted sublicensee of the Service Materials, Deliverables, and Intellectual Property Rights assigned or licensed to TfL (or sublicensed to its sublicensee) in accordance with Clauses 38 (Ownership and Assignment of Intellectual Property Rights) and 39 (Licensing of Intellectual Property Rights), shall not infringe or otherwise misappropriate the Intellectual Property Rights of any Third Party. 41.2 The Service Provider shall indemnify each member of the TfL Group and keep each member of the TfL Group indemnified in full against all Losses howsoever arising (including without limitation in contract or tort) from or in connection with any claim or threatened claim which may be brought against any member of the TfL Group by a third party by reason of any infringement or other misappropriation or alleged infringement or other misappropriation of any Intellectual Property Rights in connection with the circumstances referred to in Clause 41.1.1, 41.1.2 or 41.1.3 (a "Claim" or together, "Claims"), save to the extent that such infringement is caused by TfL or another Service Provider acting outside the scope of its licence pursuant to Clause 39.1. 41.3 On receipt of notice of any Claim from TfL, the Service Provider shall provide TfL with relevant Information in respect of such Claim and the Service Provider’s initial assessment of the potential impact of the Claim on the Services and the operation of this Agreement ("Initial Claim Assessment"). The Service Provider shall regularly (and in any event no less than once per week following the date of the Initial Claim Assessment) report in writing to TfL in respect of developments in respect of each Claim. Such report shall include without limitation any Information in respect of the Claim not previously provided to TfL by the Service Provider and the Service Provider’s update to the Initial Claim Assessment. 41.4 The Service Provider shall at its own expense conduct any litigation arising from any infringement or other misappropriation or alleged infringement or other misappropriation of a Third Party’s Intellectual Property Rights and all negotiations in connection therewith in such...

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Provided the Customer makes no admission of liability and provides assisted as requested, Vix undertakes to defend the Customer from and against any claim or action incurred by the Customer that the Services (or any part of) as provided under this Agreement infringe the Intellectual Property Rights of a third party (“IPR Claim”) and shall on demand fully indemnify and hold harmless the Customer from and against any Losses incurred by or awarded against the Customer as a direct result of that IPR Claim. (b) If any IPR Claim is made, or in the Customer’s reasonable opinion is likely to be made or threatened, Vix shall at the Customer’s option, promptly and its own expense undertake one of the following options:

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 12.1. If a third party brings a claim or legal action against You that directly & specifically relates to the OpenCRM system, its add-ons, or integrations, We agree to co-defend you from and against said claim. 12.2. If such a claim occurs, You will: 12.2.1. Notify us in writing of the nature and detail of the claim within 24 hours, 12.2.2. Not admit any liability or make any agreement or compromise without Our written consent, 12.2.3. Give Us and Our advisors access to Your premises, people, and assets, documents, accounts, etc. that relate to the claim, so We are able to asses it, and 12.2.4. Take any reasonable action We request that does not cause You harm. 12.3. If a claim is made or We think a claim may be made against You, we may: 12.3.1. Procure additional rights to the software or system, 12.3.2. Modify the software or system, and/or 12.3.3. Replace the software or system 12.4. Any upgrades to the OpenCRM system, its add-ons, or integrations will comply with the warranties in this Agreement. You will have the same rights as well.