Third party intellectual property rights indemnity clause—pro-supplier

The following IP precedent provides comprehensive and up to date legal information covering:

  • Third party intellectual property rights indemnity clause—pro-supplier

  1. 1

    Intellectual property rights indemnity

    1. 1.1

      The Supplier shall defend the Customer against any third party claim that the Customer’s use or possession of any of the [Deliverables OR Works] as authorised under this Agreement infringes [the Intellectual Property Rights of a third party OR a third party copyright or issued patent][ under the laws of [insert countries] ](IPR Claim), and indemnify and hold the Customer harmless from and against any damages finally awarded by a court of competent jurisdiction or required to be paid under the terms of a settlement as a direct result of the IPR Claim, provided that:

      1. 1.1.1

        the Customer promptly notifies the Supplier in writing on becoming aware of any reasonably likely or actual IPR Claim (such notice to include full details as to the nature and basis of the IPR Claim);

      2. 1.1.2

        the Customer makes no admission of liability, communication or payment to the third party making the IPR Claim or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;

      3. 1.1.3

        the Supplier is granted[ at its request] the sole control and conduct of the defence of the IPR

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