Indemnity (third-party IP infringement) clause – supplier-friendly – clause library

Indemnification / IP infringement clause: indemnifying the customer against any liability resulting from claims it received regarding IP infringement by supplier's product or service. Includes conditionality, carve-outs and counter-indemnity. (Weagree clause library)

Weagree model contract clause, suitable in technology contracts.

Providing for indemnification, on condition that the customer reports the infringement claim promptly, with all related information, co-operates in the defence, and allows supplier full control.

Contains carve-outs related to customer-caused infringements (e.g. technology developed on specification by the customer, combining with other technology, use of prototypes, continued use of infringing technology, customer-made modifications). In relation to such carve-outs, a counter-indemnity is provided (if supplier receives the thrd-party claim).