Copyright indemnity broadly refers to protection provided by contract from one party to another party in order to make the first party whole in case loss occurs during a copyright transaction.

Copyright Indemnity

Copyright indemnity generally refers to provisions placed in a contract agreement pertaining to copyright rights that are written to insure one party against foreseeable loss or risk.  The two parties involved in a copyright indemnity agreement are typically referred to as the indemnitor and the indemnitee.  The indemnitor acts as the insurer, while the indemnitee is the party protected from loss.

Copyright Indemnity Coverage

Copyright indemnity coverage generally appears in copyright assignments, licensing, transfers, and other similar agreements.  The risk of a third party claiming copyright infringement is one of the most common actions that copyright indemnity provisions protect against.  Third-party beneficiaries or heirs of a copyright assignment or license must also be considered when drafting copyright indemnity provisions.  Drafters should also consider potential fair use defenses or implications when drafting indemnity provisions as well.

Sample Copyright Indemnity Clauses

Two examples (one simple, the second more complex) of copyright indemnity clauses follow below:

1. Indemnitor will hold harmless, defend, and indemnify Indemnitee against any and all third-party claims or liabilities addressed within the scope of this Agreement.

2. Indemnitor will defend, hold harmless, and indemnify Indemnitee and related parties from and against any third-party claims and liabilities, including, without limitation, reasonable attorney fees and costs, regardless of the form of action or claim that arises out of or is in connection to the copyrighted work. Indemnitor further agrees to defend against claims of misappropriation, infringement, and invalid licensing of the copyrighted work provided that Indemnitor received prompt notice of the action in writing and in English.

Interested in other forms of Intellectual Property Indemnity?

See our articles on Patent Indemnity, Software Indemnity, Trade Secret Indemnity, Domain Name Indemnity.

For more information on this topic, please visit our Copyright Infringement Defense service page, which is part of our Software & Copyrights Practice.

Klemchuk LLP is an Intellectual Property Law, Litigation, and Transactions law firm located in Dallas, Texas.  The firm offers comprehensive legal services including litigation and enforcement of all forms of IP as well as registration and licensing of patents, trademarks, trade dress, and copyrights.  The firm also provides a wide range of technology, Internet, e-commerce, and business services including business planning, formation, and financing, mergers and acquisitions, business litigation, data privacy, and domain name dispute resolution.  The firm publishes the following blogs: Intellectual Property Law, Conversations with Innovators (interviews with thought leaders), Leaders in Law (discussions on timely law topics), and Culture Counts (thoughts on law firm culture and the business of the practice of law).