As part of our Software & Copyrights practice, we provide copyright indemnification & indemnity agreements services.

One should take precautions when engaging in business transactions involving copyright and other intellectual property rights. Copyright indemnification agreements or clauses can provide significant protection. Indemnity agreements help limit the risk and liability of a party should certain issues arise. Our copyright counseling services include review of as well as drafting of copyright indemnification agreements for liability protection.

Indemnity Agreements & Copyright Indemnification

In copyright indemnification agreements, the intention is to balance risk associated with copyright infringement.  Indemnification clauses are common provisions in agreements between parties that desire to shift the risk of loss.  An indemnity clause may be limited to indemnification or it may also include the obligation to “defend” and/or “hold harmless” the other party.  Generally, an indemnification agreement obligates one party to compensate the other party for losses or damages covered by the indemnity clause.

Copyright indemnification is often needed in licensing agreements or other commercial transactions that involve the rights to use of copyrighted works. Our copyright attorneys provide counseling on indemnification issues as well as draft agreements for protection.

Copyright Hold Harmless Agreements

In addition to copyright indemnification, an agreement may provide a hold harmless clause as a risk shifting mechanism.  Generally, a hold harmless clause provides that a party is not liable for certain damages under an agreement.  A copyright hold-harmless clause can protect against acts of employees of the other party as well as third-party claims for copyright infringement.

Importance of Copyright Indemnification in Commercial Transactions

Copyright indemnification is important to consider before entering into commercial transactions or contracts involving copyrights.  The scope of the indemnity obligations will likely differ depending on the following, among other factors:

  • The particular party to the transaction

  • Risk of third-party claims

  • Limitations on damages

  • Fiduciary relationships

  • Size of the transaction and the parties’ bargaining power

Copyright Indemnification Services

We have experience drafting and reviewing complex commercial agreements requiring indemnification clauses. We understand the type of copyright indemnification issues that arise in copyright transactions. So, we are able to identify areas of concern in contracts involving copyrights that require indemnity provisions. Additionally, we represent clients in copyright disputes that trigger an indemnity obligation or a hold harmless clause into effect.

Additional Insights Regarding Copyright Indemnification

For more information on copyright indemnity issues, see our Legal Insights and Industry Solutions pages.