A tight IP indemnity focuses on infringement or misappropriation claims tied to the vendor's product. Buyers sometimes propose language covering "any third-party claim arising out of" the agreement. That phrase can extend indemnity to claims triggered by the customer's own actions, unrelated third-party issues, or even contract disputes disguised as tort claims.
Vendors typically respond with guardrails: limiting the subject matter to IP, bodily injury, or data security; excluding claims caused by customer modifications or combinations; and requiring prompt notice and control of the defense. This keeps the promise insurable and aligned with what the vendor can actually manage.
Buyers should weigh whether broad language will really be enforced or whether a targeted IP/data indemnity with reasonable exclusions delivers clearer protection and faster resolution.
THIS IS NOT LEGAL ADVICE.