Software Licensing Agreement Indemnity Clause

A Software Licensing Agreement Indemnity Clause is a software licensing agreement clause which is an indemnity clause to represent a software licensing agreement indemnity obligation (where the licensee is obligated to indemnify the licensor for any damages caused by the licensee's negligence or infringement of intellectual property rights).

• Context:
  • It can range from being a Real Software Licensing Agreement Indemnity Clause (intended for a real software licensing agreement) to being a Simulated Software Licensing Agreement Indemnity Clause.
  • It can range from being a One-Sided Software Licensing Agreement Indemnity Clause to being a Two-Sided Software Licensing Agreement Indemnity Clause.
  • It can range from being a Narrow Software Licensing Agreement Indemnity Clause to being a Broad Software Licensing Agreement Indemnity Clause.
  • It can range from being a Limited Financial Cap Software Licensing Agreement Indemnity Clause to being a Unlimited Financial Cap Software Licensing Agreement Indemnity Clause.
  • It can include various Software Licensing Agreement Indemnity Clause Provisions, such as:
    • Software Licensing Agreement Indemnifying Party Provision: A indemnifying party provision (designates the party, often the licensee, responsible for indemnifying the other in specified circumstances).
    • Software Licensing Agreement Indemnified Party Provision: A indemnified party provision (identifies the party, often the licensor, that is to be protected or compensated by the indemnifying party in specified events).
    • Software Licensing Agreement Indemnification Event Provision: A indemnification event provision (specifies the circumstances or actions, such as negligence or infringement by the licensee, that trigger indemnification responsibilities).
    • Software Licensing Agreement Indemnity Scope Provision: A indemnity scope provision (defines the extent of coverage, such as loss, damages, injury, liability, suits, proceedings, under which the indemnifying party is obligated to indemnify).
    • Software Licensing Agreement Duty to Defend Provision: A duty to defend provision (outlines the responsibility to legally protect another party against claims or lawsuits).
    • Software Licensing Agreement Notice of Claim Provision: A notice of claim provision (details the requirements for notifying about potential claims or liabilities).
    • Software Licensing Agreement Choice of Counsel Provision: A choice of counsel provision (defines how legal representation is chosen in the face of a claim).
    • Software Licensing Agreement Severability Provision: A severability provision (ensures the rest of the agreement remains intact if any part is invalidated).
    • Software Licensing Agreement Mitigation of Damages Provision: A mitigation of damages provision (requires action to limit potential damages or costs).
    • Software Licensing Agreement Survival Provision: A survival provision (identifies terms persisting beyond the agreement's conclusion or termination).
    • ...
• Example(s):
  1. A narrow one-sided software licensing agreement indemnity clause, such as:
     • "The Licensee shall indemnify and hold harmless the Licensor from any infringement of intellectual property rights arising from the Licensee's modifications to the software."
       • Software Licensing Agreement Indemnified Party Provision - Licensor
       • Software Licensing Agreement Indemnifying Party Provision - Licensee
       • Software Licensing Agreement Indemnification Event Provision - Infringement by Licensee
       • Software Licensing Agreement Indemnity Scope Provision - Intellectual property rights infringement
         
         
     • "In case of any negligence on the part of the Licensee leading to financial loss or damage to the Licensor, the Licensee shall indemnify the Licensor for all such losses and damages."
       • Software Licensing Agreement Indemnifying Party Provision - Licensee
       • Software Licensing Agreement Indemnification Event Provision - Negligence by Licensee
         
         
  2. A broad one-sided limited financial cap software licensing agreement indemnity clause, such as:
     • "Licensee agrees to hold harmless, indemnify and defend Licensor and its subsidiaries, affiliates, officers, agents, co-branders, customers, suppliers or other partners, and employees, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Licensee's use of the Software, Licensee’s connection to the Service, Licensee’s violation of the Agreement, or Licensee’s violation of any rights of another."
       • Software Licensing Agreement Indemnifying Party Provision: Licensee
       • Software Licensing Agreement Indemnified Party Provision: Licensor, subsidiaries, affiliates, officers, agents, co-branders, customers, suppliers, partners, and employees.
       • Software Licensing Agreement Indemnification Event Provision: Use of Software, connection to Service, violation of the Agreement or rights of another.
       • Software Licensing Agreement Indemnity Scope Provision: Any claim or demand, including reasonable attorneys' fees.
         
         
     • "The Licensee agrees to indemnify, defend, and hold harmless the Licensor and its affiliates, officers, agents, and employees from any claim, suit, or action arising from or related to the unauthorized modification or distribution of the licensed software. This indemnification shall cover all losses, damages, and costs, including reasonable legal fees, and include the duty to defend against any claims or lawsuits. Licensee must notify Licensor promptly of any such claim and shall have the right to choose counsel with the consent of Licensor, not to be unreasonably withheld. If any term of this indemnity is found invalid, the remaining terms shall remain in effect."
       • Software Licensing Agreement Indemnifying Party Provision - Licensee
       • Software Licensing Agreement Indemnified Party Provision - Licensor
       • Software Licensing Agreement Indemnification Event Provision - Unauthorized modification or distribution
       • Software Licensing Agreement Indemnity Scope Provision - All losses, damages, and costs
       • Software Licensing Agreement Duty to Defend Provision - Duty to defend against any claims or lawsuits
       • Software Licensing Agreement Notice of Claim Provision - Prompt notice of any such claim
       • Software Licensing Agreement Choice of Counsel Provision - Right to choose counsel with the consent of Licensor
       • Software Licensing Agreement Severability Provision - If any term is found invalid, the remaining terms remain in effect
         
         
  3. A broad one-sided unlimited financial cap software licensing agreement indemnity clause, such as:
     • "The Licensee agrees to indemnify, defend, and hold harmless the Licensor and its affiliates, officers, agents, and employees from any claim, suit, or action arising from or related to the unauthorized modification or distribution of the licensed software by the Licensee or its agents. This indemnification shall include all reasonable legal fees and costs incurred by the Licensor in enforcing this provision."
       • Software Licensing Agreement Indemnifying Party Provision: Licensee
       • Software Licensing Agreement Indemnified Party Provision: Licensor, including affiliates, officers, agents, and employees.
       • Software Licensing Agreement Indemnification Event Provision: Unauthorized modification or distribution of the licensed software.
       • Software Licensing Agreement Indemnity Scope Provision: Includes reasonable legal fees and costs.
         
         
     • "Licensee shall defend, indemnify, and hold harmless Licensor from any claims, damages, obligations, losses, liabilities, costs, debt, fines, restitution, remedies, and expenses arising directly or indirectly from Licensee’s use of the Licensed Application or violation of any third party rights, including intellectual property rights. This obligation shall include, without limitation, losses, liabilities, and expenses, including attorney's fees and costs, and the duty to defend. Licensee must provide prompt notice of any such claims to Licensor and shall select defense counsel subject to Licensor’s reasonable approval. If any part of this indemnification provision is found to be invalid, the rest shall continue in full force and effect."
       • Software Licensing Agreement Indemnifying Party Provision - Licensee
       • Software Licensing Agreement Indemnified Party Provision - Licensor
       • Software Licensing Agreement Indemnification Event Provision - Use of Licensed Application or violation of third party rights
       • Software Licensing Agreement Indemnity Scope Provision - Losses, liabilities, and expenses, including attorney's fees
       • Software Licensing Agreement Duty to Defend Provision - Duty to defend
       • Software Licensing Agreement Notice of Claim Provision - Prompt notice of any claims
       • Software Licensing Agreement Choice of Counsel Provision - Selection subject to Licensor’s reasonable approval
       • Software Licensing Agreement Severability Provision - Continuation in full force if any part is invalid
         
         
  4. A two-sided broad software licensing agreement indemnity clause, such as:
     • "Both the Licensee and Licensor shall indemnify, defend, and hold each other harmless from any claims or losses resulting from their respective breaches of the licensing agreement."
       • Software Licensing Agreement Indemnifying Party Provision - Both Licensee and Licensor
       • Software Licensing Agreement Indemnified Party Provision - Both Licensee and Licensor
       • Software Licensing Agreement Indemnification Event Provision - Breach of agreement by either party
         
         
  5. A two-sided narrow software licensing agreement indemnity clause, such as:
     • "The Licensee shall indemnify the Licensor against any infringement of intellectual property rights arising from Licensee's use of the software, and the Licensor shall indemnify the Licensee against any infringement claims related to the original software provided."
       • Software Licensing Agreement Indemnifying Party Provision - Both Licensee (for use) and Licensor (for original software)
       • Software Licensing Agreement Indemnified Party Provision - Both Licensee and Licensor
       • Software Licensing Agreement Indemnification Event Provision - Intellectual property rights infringement
         
         
  6. A two-sided unlimited financial cap indemnity clause, such as:
     • "Licensee shall indemnify, defend, and hold harmless Licensor from claims arising from unauthorized distribution by Licensee, and Licensor shall indemnify, defend, and hold harmless Licensee from claims arising from defects in the licensed software. There shall be no financial cap on the indemnification obligations under this clause."
       • Software Licensing Agreement Indemnifying Party Provision - Both Licensee (for distribution) and Licensor (for defects)
       • Software Licensing Agreement Indemnified Party Provision - Both Licensee and Licensor
       • Software Licensing Agreement Indemnification Event Provision - Unauthorized distribution or software defects
       • Software Licensing Agreement Financial Cap Provision - Unlimited
         
         
  • ...
• Counter-Example(s):
  • Construction Contract Indemnity Clause.
  • Insurance Policy Indemnity Clause.
• See: Software Licensing Agreement, Negligence, Intellectual Property Rights, Hold Harmless Clause, Limitation of Liability Clause, Contract Law.

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