Our Practice Areas

Intellectual Property Indemnification

Indemnification is a powerful tool to offset the risk of litigation in intellectual property disputes. Our attorneys help buyers and sellers craft effective intellectual property indemnification provisions. We also pursue and defend claims for indemnification arising out of business and intellectual property disputes. Contact us to learn more.

An indemnity is a private contract for insurance between two parties to a transaction. Much like an automobile insurance policy, an indemnity protects the "insured"--the indemnitee--from covered losses. The "insurer"--the indemnitor--promises to protect the indemnitee from losses sustained as a result of some specified act or omission. Indemnities are commonly included in business transactions to shift risks associated with breaches of representations or warranties, failures to perform certain obligations, and liabilities arising from employee benefits, environmental claims, and taxes.

While boilerplate indemnity provisions may apply to claims associated with a party's alleged infringement of intellectual property rights, sophisticated companies commonly negotiate customized indemnity provisions for intellectual property disputes. A well-drafted intellectual property indemnity clause addresses numerous issues unique to intellectual property law, including geographic scope of infringement, compliance with specifications, divided infringement, combination claims, claims for induced or contributory infringement, and more.

A party's failure to comply with its indemnification obligations may give rise to a claim for breach of contract. Prosecuting a breach of a duty to defend or indemnify requires a unique understanding of common-law contract law and intellectual property law. Depending on the facts, claims may be pursued in state or federal court or through arbitration.

Intellectual property indemnities require a thorough understanding of contract and intellectual property law. Our attorneys are uniquely positioned to help. We invite you to contact us and learn more.

• 3 Keys to Effective IP Indemnity Clauses