A tip for IPRs Indemnification negotiation ( for Manufacturer side) !

A tip for IPRs Indemnification negotiation( for Manufacturer side) !

A intends to order a design from B for a product(invention). A and B are negotiating on the clause of IPRs Indemnification

A: Customer B : Manufacturer.


Basically, A always requests that “B shall indemnify, hold harmless and defend against any claim, suit or proceeding which may be brought against A for alleged infringement of any patent, copyright, trademark, trade secret, mask work, or other proprietary right.”

However,B can negotiate with A on below clause :

"B has no liability for any claim that that the Product infringes any patent, copyright, trade secret, trademark or other proprietary right of any third party based upon:

(1) the combination, operation or use of any Product with other products or software not furnished by B;

(2) specific design criteria B incorporated into the Product as instructed by A in writing; or

(3) A's modification of the Product after delivery from B."


Disclaimers: The tip is provided for reference only. It is not a formal contractual language for an IPRs Indemnification clause. Please consult with your lawyer for further advice.