As part of our Patents practice, we provide patent indemnification & indemnity agreements services.

Given the high costs of patent litigation, a patent indemnification agreement or clause can provide significant protection. Indemnity agreements help limit the risk and liability of a party should certain issues arise. Our patent counseling services include review and drafting of patent indemnification agreements for liability protection.

Indemnity Agreements & Patent Indemnification

Indemnification clauses are common provisions in agreements between parties that desire to shift the risk of loss.  In Patent indemnification clauses, the risk is commonly associated with patent infringement or some other intellectual property (IP) related risk.  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 clause obligates one party to compensate the other party for losses or damages covered by the indemnity clause.

Patent Hold Harmless Agreements

In addition to patent indemnification, an agreement may provide a hold harmless agreement or 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 patent hold harmless clause can protect against acts of employees of the other party as well as third-party claims for patent infringement and are frequently included in purchase agreements.

Importance of Patent Indemnification in Commercial Transactions

Patent indemnification is important to consider before entering into a commercial transaction or contract involving patent or other intellectual property rights.  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 and size of the transaction

  • Limitations on damages

  • Fiduciary relationships

  • Bargaining power between the parties

Patent Indemnification Services

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

Patent Indemnification Litigation and Indemnity Disputes

Read more about our litigation services at our intellectual property litigation overview page and our business litigation overview page, including Intellectual Property Indemnification Litigation and Patent Indemnification Litigation.

Additional Insights Regarding Patent Indemnification

For more information on patent indemnity agreements, see our Legal Insights and Industry Solutions pages.