Intellectual Property Indemnification Clause

IP Indemnification Clause: Create a Verified IP Indemnity

A verified intellectual property (IP) indemnification clause is a promise by one party to cover the other's losses if a third party claims that the work, product or technology supplied under a contract infringes its IP rights. It sets out what is covered, what is excluded, any cap, and who controls the defence of a claim. Robot Lawyer drafts the clause from your answers, ready to add to your main agreement, for the law of the country or state you choose. On the Verified plan, a legal professional checks it before you use it.

CONTENTS

What Is an IP Indemnity?

An IP indemnity moves the risk of an infringement claim to the party best placed to manage it. If a customer uses software, designs or content exactly as supplied and someone claims it copies their copyright, patent, trade mark or design, the customer can recover its losses from the party that gave the indemnity.

By default, the supplier side gives the indemnity: the licensor, seller, developer or service provider indemnifies the customer, because the supplier controls what goes into the work. In a joint venture or joint research project, the indemnity can be mutual. You can name a different arrangement in your answers.

When Do You Need an IP Indemnification Clause?

• Software and technology licences
  A licensee wants protection if the licensed software infringes a third party's rights.
• Development and creative work
  A client commissions a website, app, design or content and wants comfort that it is original.
• Sale and supply of products
  A buyer resells or uses products that could include protected designs or technology.
• Joint ventures and collaborations
  Each party contributes IP and agrees to stand behind its own contribution.

What's Included in Your Clause?

• The indemnity
  Which party indemnifies which, and the types of claim covered, such as copyright, patent, trade mark or trade secret claims.
• Exclusions
  Claims caused by the other party's own materials, modifications or combinations, plus any exclusions you choose.
• Cap and thresholds
  Any maximum amount or threshold you choose. Where you choose no cap, the clause says so.
• Conduct of claims
  Prompt notice of a claim, who controls the defence and settlement, and the duty to cooperate.
• Remedies
  The right to obtain a licence, or modify or replace the infringing item, so the customer can keep using it.
• Duration and territory
  How long the indemnity lasts and where it applies, worldwide unless you choose specific places.

Indemnities Under Different Laws

• England and Wales (UK only)
  The clause uses an indemnity to "keep indemnified", with clear wording on how it fits the main agreement's limitation of liability.
• United States
  The clause uses "defend, indemnify and hold harmless" wording, which is standard in US contracts.
• Other countries
  The clause uses the equivalent concepts of the governing law.

How It Works on Robot Lawyer

1. Answer the questions
   Tell us about the parties, the main agreement, the IP involved and the claims you want covered.
2. Generate your clause
   We draft a complete, numbered clause that refers to your main agreement.
3. Get it verified
   On the Verified plan, a qualified legal professional checks the clause within 24 hours and makes amendments where needed. See how our documents are verified.
4. Add it to your agreement
   Insert it into your contract, or attach it and have both parties sign.

IP Indemnification FAQs

Who should give an IP indemnity?

Usually the supplier, licensor or developer, because it controls the work and knows where it came from. Robot Lawyer uses this as the default unless your answers say otherwise.

Should an IP indemnity be capped?

It depends on the deal. Many customers ask for an uncapped IP indemnity, while suppliers prefer a cap. Your clause follows exactly what you choose.

What is not covered by an IP indemnity?

Claims caused by the customer's own materials, its changes to the work, combining it with other products, or using it in a way the agreement doesn't allow. You can add other exclusions.

Is an indemnity the same as a warranty?

No. A warranty is a promise about the work, and breaking it gives a claim for damages that must be proved. An indemnity is a promise to cover specified losses, which is usually easier to enforce.

Create a Verified IP Indemnification Clause

Protect your business against infringement claims. Related documents: Indemnity Agreement, Software License Agreement, Copyright Assignment Agreement and Non-Disclosure Agreement.