Patent indemnity refers broadly to legal protection provided contractually by one party to the other to secure against an anticipated loss.

Patent Indemnity

Patent indemnity allows for parties to agree to legal protection for one party if particular situations concerning loss or breach occur.   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.

Patent Indemnity Coverage

Patent indemnity coverage can be simple or complex depending on what the parties intend to cover.  It is notable that for patent indemnity, resolution of the patent’s validity is not required for a resolution of indemnity.  Other considerations unique to patent indemnity include the consideration of willful patent infringement and punitive damages (availability varies by state).

Sample Patent Indemnity Clauses

Two examples (one simple, the second more complex) of 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 hereby indemnifies Indemnitee and its directors, employees, agents, and officers, as well as their respective successors, assigns, and heirs, against all and any damages that arise or result from claims of patent infringement brought by a third party subject to limitations as found in this agreement. Indemnitee must provide proper notice to Indemnitor and recognize that the Indemnitor has the right to control and defend such claims in any manner it deems appropriate.  Indemnitor further has the right to authorize, negotiate, and consent to settlements.

Interested in other forms of Intellectual Property Indemnity?

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

For more information on this topic, please visit our Patent Protection service page, which is part of our Patents 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).