Answered question · Dec 31, 2025
What does intellectual property infringement indemnification generally cover?
An anonymized real-world question about commercial contract risk. This breakdown focuses on practical, commercial impact — not case law, and not a substitute for a full contract review.
Plain-English snapshot
Intellectual property (IP) infringement indemnification generally covers claims that the buyer's use of your products or services infringes on...
Full commercial-risk breakdown
Intellectual property (IP) infringement indemnification generally covers claims that the buyer's use of your products or services infringes on third-party IP rights. This can include:
- Patents: Protection against claims that your product or service violates someone else's patent.
- Trademarks: Coverage for claims that your branding or product names infringe on another party's trademarks. (although this is context dependent and you should have someone look at your specific situation)
- Copyrights: Protection against allegations that your content or software infringes on copyrighted material.
- Trade Secrets: Coverage for claims that your products or services improperly use or disclose another party's trade secrets.
Typically, a company would look to avoid indemnifying for "other intellectual property rights" as its an ambiguous catch-all statement that could include risks that a company couldn't properly appreciate and other claims that aren't strictly tied to IP infringement.
When assessing the indemnification clause, consider the following:
- Scope of Coverage: Ensure the indemnification is limited to claims directly related to your products or services, not broader liabilities.
- Defense Costs: Clarify whether you are responsible for legal fees and costs associated with defending against claims.
- Notification Requirements: Understand your obligations to notify the buyer of any claims promptly to avoid potential liability.
Reviewing these aspects can help you gauge whether the indemnification is reasonable or if it exposes you to excessive risk.
Not legal advice.
Reviewing an indemnity provision?
Indemnity risk usually turns on scope, triggers, and carve-outs. For a quick commercial-risk read, run the clause through the Clarioso Indemnity Analyzer.