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

Companies should take precautions when engaging in commercial transactions that include software and other IP rights. Software indemnification agreements and indemnity clauses can provide significant protection in business transactions. These agreements help limit the risk and liability of a party under certain circumstances involving liability. As part of our software services, we provide due diligence review of contracts involving software rights. We also draft software indemnification agreements for liability protection.

Software Indemnification and Indemnity Agreements

In software indemnification agreements, the intent is to balance risk associated with infringement of software rights as well as copyright.  Also, indemnification clauses are provisions inserted in agreements between parties that desire to transfer risk of loss in certain events. Indemnity clauses may also include the obligation to defend or hold harmless of the other party. Generally, an indemnification agreement requires one party to compensate the other party for losses or damages covered by the indemnity clause.

Software indemnification should be included in agreements such as licensing agreements and other commercial transactions involving software interests. Our software attorneys provide counseling on indemnification rights as well as draft software agreements with indemnity for proper protection.

Hold Harmless Agreements Involving Software

In addition to software indemnity, agreements could provide a hold harmless clause. These clauses work as risk shifting mechanisms. Generally, hold harmless clauses provide that a party will not be held liable for certain damages under the agreement.  Software hold-harmless clauses protect against acts of third parties as well as claims from third parties for software infringement.

Commercial Transactions and the Importance of Software Indemnification

Businesses should consider software indemnification before entering into commercial transactions or business contracts involving software rights. The scope of indemnity responsibilities differ depending on numerous factors, including for example:

  • The type of parties involved and sophistication

  • The risk of third-party claims

  • Availability of limitations on damages

  • Obligations to provide indemnification

  • Industry standards

  • Applicable software and copyright laws

Software Indemnification Services

 We have experience drafting and reviewing commercial agreements including indemnification clauses. We are familiar with the type of software indemnification issues that can arise in business transaction involving software rights. So, we are able to identify areas of concern in software contracts that require provisions of indemnity. We also represent clients in software disputes that activate indemnification obligations into effect.

Software Disputes and Software Indemnification Litigation

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

Additional Insights Regarding Software Indemnification Legal Issues

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