Software Indemnity and Sample Software Indemnity Clauses


Software indemnity broadly refers to legal protection provided through contractual means that allows one party to insure or protect the other party against loss.

Software Indemnity

Software indemnity refers generally to provisions placed in a contract agreement regarding contractual software rights that insure one party by the other against loss. Because software agreements may be complex and span multiple pages, indemnity clauses regarding software can often be similarly complex.

Software Indemnity Coverage

Well-drafted software indemnity provisions should address the risk responsibility of both parties.  Generally, both parties should agree to either share the risk or shift the risk of loss to one party via appropriate provisions.  Moreover, well-drafted provisions should make clear which parties are responsible for paying costs associated with litigation as well as discuss how claims of infringement, failure to update, or licensing should be handled in regards to the software.  Specifically, indemnity provisions in software agreements should cover a wide variety of potential risks that include, but are not limited to, infringement, unauthorized licensing, piracy, and loss associated with employee misuse.

Sample Software Indemnity Clauses

Two examples (one simple, the second more complex) of indemnity clauses follow below:

  1. Indemnitor will hold harmless, defend, and indemnify Indemnitee against any and all third-party claims or liabilities addressed within the scope of this Agreement.

  2. Indemnitor agrees to indemnify, defend, and hold harmless Indemnitee and each of its respective officers, directors, partners, employees, agents, successors, and assigns, or any of them from all claims, suits, legal actions, assessments, deficiencies, and charges brought against the Indemnitee, and for any costs, fees, liabilities, damages, losses, expenses, and associated attorney fees arising from or incidental to the aforementioned.

Interested in other forms of Intellectual Property Indemnity?

See our articles on Patent Indemnity, Copyright Indemnity, Trade Secret Indemnity, and Domain Name Indemnity.

For more information on this topic, please visit our Software Patents service page, which is part of our Software & Copyrights Practice.

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