PATENT INDEMNIFICATION Clause Samples
The Patent Indemnification 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 patent rights. In practice, this means that if a third party sues the buyer for patent infringement due to the use or resale of the supplied goods, the seller must cover legal costs, damages, and potentially defend the lawsuit. This clause is essential for allocating the risk of patent disputes, ensuring that the party best positioned to manage or avoid infringement (usually the provider) bears the responsibility, thereby protecting the recipient from unexpected legal exposure.
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PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit based on a claim for infringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller.
11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-infringing Product, modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product.
11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.
PATENT INDEMNIFICATION. Contractor shall indemnify, defend and hold Town harmless from any and all claims, demands, and causes of action (including reasonable attorneys’ fees and costs of suit) for actual or asserted infringement or actual or asserted appropriation or use by Town of trade secrets, proprietary information, know-how, copyright rights, or patented inventions included in any design or specification furnished by Contractor or arising from the use or sale of materials, equipment, methods, processes, designs and information, furnished by Contractor in connection with the Services. Contractor shall include the foregoing indemnification provision as a term of each agreement utilized by it in the performance of its work which shall extend expressly from the vendor or subcontractor to Town.
PATENT INDEMNIFICATION. The Contractor agrees to assume the defense of and shall indemnify and save harmless the Owner and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, Equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the Owner may elect, replace such material, Equipment or apparatus with non-infringing material, Equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.
PATENT INDEMNIFICATION. Unless Buyer has designed, or provided the design for, the applicable purchased item, Seller shall indemnify and save harmless Buyer, its successors, assigns, customers or users of its products, from and against all loss, liability and damage, including costs and expenses, resulting from any claim that the manufacture, use, sale or resale of any goods supplied under this order infringe any patent or patent rights, and Seller shall when notified, defend any action or claim of such infringement at its own expense.
PATENT INDEMNIFICATION. (a) Subject to the limitations set forth in this Section 5.11, for the three (3) year period beginning on the Closing Date, Seller shall indemnify, save and hold harmless Buyer, its Affiliates and for each such Entity, their respective officers, directors, employees, agents, distributors and users of Business Products from and against money damages (including royalties) and/or costs awarded arising out of any claims by any third-party that the design, development, making, having made, use, offer for sale, import, package or sale of Business Products by the Business infringes any patent issued prior to the Closing Date in any country in which the allegedly infringing Business Product had been made, used or sold prior to Closing; provided, however, that such indemnification shall not apply to a Business Product if the infringement of a third-party's patent would have been avoided but for a post-Closing change in manufacturing, design or packaging of a Business Product, or but for a change in the combination of products with which a Business Product is sold or offered for sale.
(b) Upon its receipt of a claim giving rise to a claim for indemnity under this Section 5.11, including receipt by it of any notification, communication, demand, assertion, claim, action, judicial proceeding, administrative proceeding, or other proceeding by any third-party that Buyer infringes or has misappropriated such a third-party's patent, Buyer will give prompt written notice thereof to Seller. Buyer's failure to notify Seller promptly of a claim will relieve Seller of its obligations under this Section 5.11 only if the failure has an Adverse Effect on Seller's ability to defend or settle that claim, and such failure shall only affect Seller's obligations with respect to that claim. Seller shall promptly address all claims received from Buyer. Seller shall act in good faith in evaluating a settlement of a claim and shall consider the following factors in the evaluation: (i) the validity of the claim, (ii) the monetary limitations of the indemnity under this Section 5.11, (iii) the effect of the claim being upheld in litigation upon the Business, and (iv) the mutual desire of the parties to minimize the expense of the indemnity.
(c) The indemnity set forth in Section 5.11 shall apply for the enforceable life of the asserted patent with respect to any claims filed prior to the expiration of the three year period set forth in Section 5.11(a).
(d) With respect to any claim which Sel...
PATENT INDEMNIFICATION. The Contractor agrees to assume the defense of and shall indemnify and save harmless the City and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the City may elect, replace such material, equipment or apparatus with non-infringing material, equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.
PATENT INDEMNIFICATION. (a) The Seller warrants that it has full clear and unencumbered title to any goods purchased by the Buyer under this Contract and that at the date of delivery of such items to the Buyer; it will have full and unrestricted rights to sell and transfer all such items to the Buyer.
(b) The Seller shall indemnify the Buyer against any claim or demand by any third party under patent design, trade ▇▇▇▇ or any other monopoly or proprietary rights in the goods or materials supplied under this Contract and all costs and expenses relating thereto, whether the claim or demand is justified or not.
PATENT INDEMNIFICATION. Seller will indemnify and hold Buyer harmless from and against all liability and expenses, including attorneys’ fees, arising from actual or claimed infringement of patent, trademark, copyright, misappropriation of trade secrets, breach of confidential relationship, or other rights occasioned by the manufacture, sale or use of the goods or services provided under this order.
PATENT INDEMNIFICATION. (a) GE agrees to indemnify and hold Supplier harmless against any and all claims that Wire Harnesses purchased pursuant to this Agreement constitute an infringement of any third party patent, trade secret or other proprietary right in the event that such claim is based upon or arises as a result of the incorporation in the Wire Harnesses of designs provided by GE or as a result of Wire Harnesses being manufactured in accordance with the Specifications. GE shall assume the defense of any suit, action or proceeding based on any such claim of infringement brought against Supplier and GE shall pay any Indemnificable Losses damages assessed against or otherwise payable by Supplier in any such suit, action or proceeding as a result of the disposition thereof, provided Supplier on receiving notice thereof, promptly notifies GE of such claim or of the commencement of any such suit, action or proceeding or threats thereof, and affords GE the opportunity, in its sole and absolute discretion, to determine the manner in which any such claim, suit, action or proceeding shall be handled or otherwise disposed of. Supplier shall give GE the cooperation GE requires at GE's expense for all reasonable and direct costs and expenses incurred by Supplier. Notwithstanding the foregoing, Supplier may be represented in any such claim, suit, action or proceeding by its own counsel, at its own expense, provided, however, that Supplier shall not consent to any judgment or decree in any such claim, suit, action or proceeding or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claim of a third party without first obtaining GE's consent thereto in writing. GE's obligation hereunder shall in no event apply to any claims based upon any goods sold by Supplier to any third party.
(b) Supplier agrees to similarly indemnify and hold GE harmless against any and all claims that Wire Harnesses purchased to this Agreement constitute an 100 infringement of any third party patent, trade secret or other proprietary right to the extent that such claim is based upon or arises as a result of the incorporation in the Wire Harnesses, of designs provided by Supplier.
PATENT INDEMNIFICATION. Seller shall, at its own expense, defend any suit instituted against Buyer, based on any claim that equipment furnished hereunder infringes any Letters Patent of the United States, and Seller shall pay any damages assessed against Buyer in any such suit, provided that Buyer, upon service of process upon Buyer, gives to Seller notice in writing of the institution of such suit, and permits Seller, through counsel chosen by Seller, to defend the same, and gives Seller all information in Buyer's possession and reasonable assistance and authority to enable Seller so to do. Seller shall have no liability or obligation to Buyer for patent infringement resulting from compliance by Seller with written instructions or specifications of Buyer concerning the structure, operation, material, or method of making equipment furnished hereunder.