Ip indemnification clause samples

7.3.IP Indemnification. Supplier shall indemnify, defend and hold harmless S&W and its Protected Parties from and against all claims by a third party alleging that any of the Products infringe any Intellectual Property Right of a third party, except to the extent the same relates to or results from (i) use of S&W’s trademarks, or (ii) Supplier’s compliance with any Specifications or design supplied by S&W. If the Products, or any part of the Products, becomes, or in Supplier’s reasonable opinion is likely to become, subject to a Third Party Claim that qualifies for intellectual property indemnification coverage under this Section 7.3, Supplier shall notify S&W in writing to cease using all or a part of the Products, in which case S&W shall immediately cease all such use of such Products and Supplier shall use its best efforts to provide Products or similar substitute Products that are non-infringing to S&W.

4.4 IP Indemnification. Consultant will defend, indemnify and hold Altair, its subsidiaries and/or any of its affiliates (as well as their respective directors, officers and employees) harmless from and against any liability, loss, damage, cost and expense (including without limitation reasonable attorneys’ fees) suffered as a result of any claim, demand, action or suit made or raised against Altair (or their directors, officers and employees) by reason of Consultant’s infringement of any patent, trade secret, trademark, copyright or any other intellectual property right of any third party in relation to work delivered to Altair by Consultant in connection with Agreement or any Prior Agreement. This commitment is conditioned upon Altair, its subsidiaries, and any of its affiliates (as applicable), (i) providing Consultant with prompt written notice of the claim, (ii)giving Consultant sole control of the defense to the claim including settlement negotiations if any; and (iii)providing at Consultant’s costs reasonable cooperation in the defense against the claim. Under this commitment, Consultant will indemnify Altair (as well as its directors, officers and employees) for the payment of (i)any damages awarded by any competent court by way of a final decision, (ii)any settlement indemnity agreed upon by Consultant with Altair’s prior written approval which shall not be unreasonably withheld, and (iii)related costs of investigation and expertise as well as reasonable attorneys’ fees if any, to the exclusion of any other payment whatsoever. Consultant shall have no obligation under this Section, however, if the alleged infringement arises from Consultant’s compliance with specifications or instructions prescribed by Altair, modifications to the software made by Altair that caused such infringement, or use of the software in combination if such alleged infringement would not have occurred except for such combined use.

5.4. Warranty; IP Indemnification. Consultant warrants that, to the Consultant’s knowledge, without any verification or investigation, the Work Products which the Consultant may conceive, make, develop or author, shall be original works and not protected by any right of any third party. If the Consultant at any time during the Term learns that any Work Product is not original work or that any part of any Work Product is protected by any right of any third party, the Consultant promptly shall notify Chiasma.

6.4Limitation of IP Indemnification. If the Indemnifying Party reasonably determines that the aggregate of the Litigation Expenses and the Losses arising out of or caused by infringement or misappropriation described in this Section 6 is likely to exceed two million dollars ($2,000,000), then, without prejudice to any other rights or remedies the parties may have, the parties shall discuss in good faith the merits of continuing to incur such Litigation Expenses or Losses.

Participating in the module business could create a perception among our customers that we are competing with them if they are also in the module business, which could impair our chipset business prospects with such customers. The module can be considered an end product with full LTE functionality; therefore, there is market pressure from manufacturers of products not normally incorporating a communication function for us to sell the module with essential IP indemnification.We intend to negotiate license agreements for the module in order to offer standard indemnification to our manufacturing partners, but there can be no assurance that we will be successful in obtaining licenses on acceptable terms.