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.
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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.
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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).
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Related to Contractor Intellectual Property Indemnification

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

  • Intellectual Property Indemnification by Vendor Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.

  • INTELLECTUAL PROPERTY INDEMNITY To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and agents harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Services provided, or the use of the Services under this Contract. If Purchaser’s use of Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for Purchaser the right to continue using the Services or, after consulting with Purchaser and obtaining Purchaser’s consent, replace or modify the Services with substantially similar and functionally equivalent non-infringing Services.

  • Intellectual Property Infringement Indemnification 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.

  • Intellectual Property Warranty and Indemnification Contractor represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor to produce, at Contractor’s own expense, new non-infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim