Trade Secret Indemnity and Sample Indemnity Clauses
Trade secret indemnity refers to the legal protection provided under contract between two parties in case loss, breach, or failure to perform occurs.
Trade Secret Indemnity
Trade secret indemnity represents provisions placed in a contract that protects one party against potential loss through insurance or protection provided by the other contracting party. The two parties involved in an 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.
Trade Secret Indemnity Coverage
Trade secret indemnity coverage means that one party agrees to assume the protection or defense for the other in case some sort of loss occurs. In trade secret law, this means the indemnitor will either assume responsibility for the defense of the other party or provide means to make the indemnitee whole. Typically, because trade secret clams generally pertain to infringement or breach, indemnity clauses must often address such claims carefully. Similarly, because the confidentiality of a trade secret may be comprised through no fault of either party, some parties may opt to include “hold harmless” provisions where one party agrees to hold harmless the other should such incidents occur.
Sample Trade Secret Indemnity Clauses
Two examples (one simple, the second more complex) of indemnity clauses follow below:
Indemnitor will hold harmless, defend, and indemnify Indemnitee against any and all third-party claims or liabilities addressed within the scope of this Agreement.
Indemnitor will, at its expense, indemnify, hold harmless, and defend any claim brought against Indemnitee. Indemnitor will pay all costs and damages, court judgments or awards found against Indemnitee. Such indemnity is conditioned upon Indemnitee promptly reporting clams to Indemnitor and giving Indemnitor the requisite authority to defend or settle any pending claims. Indemnitor agrees to negotiate and defend in good faith.
Interested in other forms of Intellectual Property Indemnity?
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