Indemnification clause: indemnifying the (joint developing) partner against any liability resulting from claims it received regarding IP infringement by the other party’s product or milestone. Includes obligations to notify, and to repair or replace, as well as appropriate carve-outs or a counter-indemnity. (Weagree clause library).
Weagree model contract clause, suitable in technology contracts.
Providing for indemnification, with the *obligation* (not on condition) that the customer reports the infringement claim promptly, with all related information, co-operates in the defence, and allows supplier control.
Includes obligations to procure intermediate solutions, as well as a finally suitable solution for the claimed IP infringement. Also contains carve-outs related to other technology-caused infringements. The carve-outs must be checked for context-specific applicability.
Can be used in joint development agreements, where there is a clear Project Description, Specifications of the technology to be developed.
Modifications are anyhow needed for the type of product, service or other milestone or deliverable as are the subject of the joint development.