IP Infringement Indemnity Agreement Template

IP INFRINGEMENT INDEMNITY AGREEMENT TEMPLATE FAQ

What is an IP infringement indemnity agreement?

An IP Infringement Indemnity Agreement is a contract where one party agrees to protect the other from third-party claims alleging that a product, service, software, content, or materials infringe intellectual property rights (copyright, trademark, patent, trade secrets). It typically covers defense costs and settlement/judgment amounts.

When is this used?

It’s commonly included in software, services, SaaS, manufacturing, and content licensing deals — especially when one party supplies materials that the other will use or resell. This template can be used as a standalone agreement or as a clause in a broader contract.

What should be included?

Key terms include: what is covered (which products/services), what IP rights are covered, defense and notice procedures, exclusions (customer modifications, misuse, third-party materials), remedies (replace/modify/refund), and liability limits.

Does it cover patents too?

It can, but patent indemnity is often negotiated heavily. This template includes a check-box option to include patents or exclude them.

What remedies are common?

Common remedies include: obtaining a license, modifying the product, replacing the product, or terminating/refunding if none of those are feasible. This template includes these standard remedies.

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