Legal IPI Agreement

LEGAL IPI AGREEMENT

This Intellectual Property Indemnity Agreement ("Agreement") is made as of Effective Date: , by and between Indemnitor Name: , with principal place of business at Indemnitor Address: , and Indemnitee Name: , with principal place of business at Indemnitee Address: .

RECITALS

WHEREAS, Indemnitor has developed or provided certain intellectual property, including but not limited to patents, copyrights, trademarks, trade secrets, and related proprietary materials described as: (the "Covered Works");

WHEREAS, Indemnitee desires to use, distribute, sublicense, or otherwise exploit the Covered Works in connection with its business activities, and Indemnitor is willing to provide indemnification under the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to allocate responsibility for third-party claims arising from infringement or misappropriation of intellectual property relating to the Covered Works.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any threatened, asserted or completed action, suit, proceeding, arbitration or investigation by a third party alleging that the Covered Works infringe, misappropriate or otherwise violate such third party's intellectual property or proprietary rights.

1.2 "Losses" means all amounts awarded or paid in settlement, damages, judgments, costs, fees (including reasonable outside attorneys' fees), and expenses incurred in connection with a Claim, excluding amounts that are expressly unrecoverable under this Agreement.

2. INDEMNITY

2.1 Subject to the terms and conditions of this Agreement, Indemnitor shall indemnify, defend and hold harmless Indemnitee from and against any Losses arising out of any Claim that the Covered Works, as provided by Indemnitor and used in accordance with documentation and specifications provided by Indemnitor, infringe or misappropriate the valid intellectual property rights of a third party.

2.2 Indemnitor's obligations under this Section are conditioned upon: (a) Indemnitee providing prompt written notice to Indemnitor of a Claim; (b) Indemnitee tendering the defense of the Claim to Indemnitor; (c) Indemnitee providing reasonable cooperation in the defense; and (d) Indemnitee not admitting liability or agreeing to any settlement without Indemnitor's prior written consent, which shall not be unreasonably withheld.

3. DEFENSE AND SETTLEMENT

3.1 Subject to Section 2.2, Indemnitor shall have the right to assume control of the defense and settlement of any Claim, using counsel of Indemnitor's choice and at Indemnitor's expense. Indemnitee may, at its option and expense, participate in such defense with counsel of its own choosing.

3.2 Indemnitor shall not settle any Claim that imposes obligations or restrictions on Indemnitee, or that admits fault or liability of Indemnitee, without Indemnitee's prior written consent, which shall not be unreasonably withheld.

4. EXCLUSIONS

4.1 Indemnitor shall have no obligation to indemnify Indemnitee for Claims to the extent arising from: (a) modifications to the Covered Works made by parties other than Indemnitor; (b) combination of the Covered Works with products, data, content or processes not provided or approved by Indemnitor where the alleged infringement would not have occurred but for such combination; (c) Indemnitee's failure to use updated versions of the Covered Works after being provided corrective instructions; or (d) Indemnitee's breach of this Agreement.

5. LIMITATION OF LIABILITY; REMEDIES

5.1 The indemnity and defense obligations set forth herein state the sole and exclusive remedy of Indemnitee with respect to any Claim of intellectual property infringement relating to the Covered Works.

5.2 Notwithstanding anything to the contrary, Indemnitor's aggregate liability under this Agreement for all Losses arising from Claims shall not exceed ; provided, however, that this cap shall not apply to any liability arising from fraud, willful misconduct, or breach of confidentiality obligations.

6. PROCEDURE FOR CLAIMS

6.1 Notice: Indemnitee shall provide Indemnitor written notice of any Claim within days of becoming aware thereof. Failure to give timely notice shall relieve Indemnitor of liability only to the extent it is materially prejudiced by such delay.

6.2 Cooperation: Indemnitee will cooperate reasonably with Indemnitor, at Indemnitor's expense, in the defense or settlement of any Claim, including by providing relevant documents and witnesses as available.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or organizational action.

7.2 Indemnitor further represents that, to the best of its knowledge after reasonable inquiry, the Covered Works do not infringe any third party intellectual property rights as of the Effective Date.

8. TERM AND TERMINATION

8.1 Term: This Agreement shall commence on the Effective Date and continue for a period of years unless earlier terminated as provided herein.

8.2 Survival: Termination of this Agreement shall not relieve either party of obligations with respect to Claims arising prior to such termination; the indemnification obligations shall survive for Claims relating to acts or omissions occurring during the term.

9. CONFIDENTIALITY

9.1 Each party shall maintain in confidence all non-public information received from the other party in connection with this Agreement and shall not disclose such information except as required by law or with the disclosing party's prior written consent. Confidentiality obligations shall survive termination for a period of three (3) years.

10. NOTICES

Notices to Indemnitor

Notices to Indemnitee

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses provided above or such other address as a party may designate by notice.

11. AMENDMENTS; WAIVER

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

11.2 No waiver of any provision shall be effective unless in writing and signed by the waiving party. A delay or failure to exercise any right shall not constitute a waiver.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

12.2 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly effects the original intent.

12.3 Entire Agreement: This Agreement, together with any attached schedules or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

13. MISCELLANEOUS

13.1 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

13.2 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of all or substantially all of its assets, or change of control, provided that the assignee assumes all obligations hereunder.

SCHEDULE: OPTIONAL ADDITIONAL TERMS

Sign Now