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Infringement clause: Copy, customize, and use instantly

Introduction

An infringement clause defines the responsibilities of the parties in case of intellectual property infringement, such as the use of patents, trademarks, copyrights, or trade secrets without authorization. This clause specifies the actions to be taken in the event that either party infringes on intellectual property rights, including indemnity provisions, corrective actions, and notification requirements.

Below are infringement clause templates tailored to various scenarios. Copy the one you need, customize it, and add it to your contract.

Standard infringement clause

This clause applies when there is an infringement of intellectual property rights.

The [receiving party] shall indemnify and hold harmless the [disclosing party] against any claims, damages, or expenses arising from the infringement of any third-party intellectual property rights related to the goods or services provided under this agreement. The [receiving party] agrees to take all necessary actions to prevent or resolve any infringement claims.

Infringement notification clause

This clause governs the notification of infringements.

The [receiving party] agrees to notify the [disclosing party] immediately if it becomes aware of any infringement or potential infringement of any third-party intellectual property rights that may affect the goods or services provided under this agreement. The notification shall include sufficient details to allow the [disclosing party] to assess the infringement.

Infringement remedy clause

This clause defines the steps to remedy an infringement.

In the event of an infringement of any third-party intellectual property rights, the [receiving party] shall, at its own cost, either (i) procure the right for the [disclosing party] to continue using the infringing goods or services, (ii) replace or modify the infringing goods or services to eliminate the infringement, or (iii) refund the [disclosing party] for any payments made for the infringing goods or services.

Infringement indemnity clause

This clause applies to indemnity for infringement claims.

The [receiving party] agrees to indemnify, defend, and hold harmless the [disclosing party] from any claims, damages, or costs arising from any infringement of third-party intellectual property rights relating to the goods or services provided under this agreement, including any legal fees and expenses. This indemnity shall survive the termination of this agreement.

Infringement of third-party rights clause

This clause applies to the infringement of third-party rights.

If any goods or services provided by the [receiving party] under this agreement infringe upon the intellectual property rights of a third party, the [receiving party] shall, at its own expense, defend any claim, suit, or proceeding arising from such infringement and will be liable for all damages, losses, or expenses incurred by the [disclosing party] as a result.

Infringement of proprietary rights clause

This clause applies when proprietary rights are infringed.

The [receiving party] acknowledges that any infringement of the [disclosing party]'s proprietary rights, including but not limited to patents, trademarks, copyrights, or trade secrets, will result in immediate corrective action. The [receiving party] shall cease any infringing activity and pay all associated costs and damages arising from the infringement.

Infringement in relation to software clause

This clause applies to software-related infringements.

In the event that the use of any software provided by the [receiving party] under this agreement results in infringement of third-party intellectual property rights, the [receiving party] shall, at its own cost, either procure the necessary licenses or modify the software to avoid infringement. The [receiving party] shall also indemnify the [disclosing party] for any resulting damages or claims.

Infringement of trademarks clause

This clause applies specifically to trademark infringement.

The [receiving party] agrees not to use any trademarks or service marks of the [disclosing party] in a manner that infringes upon the intellectual property rights of third parties. If a claim of trademark infringement is made, the [receiving party] shall be responsible for resolving the claim and indemnifying the [disclosing party] for any losses or damages incurred.

Infringement of copyright clause

This clause applies specifically to copyright infringement.

If any content or material provided by the [receiving party] infringes upon the copyright of a third party, the [receiving party] shall take immediate action to remedy the infringement by either securing the necessary rights or removing the infringing content. The [receiving party] shall indemnify and hold the [disclosing party] harmless from any resulting claims or damages.

Infringement of trade secrets clause

This clause applies when trade secrets are infringed.

The [receiving party] shall ensure that none of the confidential information or trade secrets provided under this agreement infringe upon any third-party rights. In case of any infringement of trade secrets, the [receiving party] shall immediately notify the [disclosing party] and take all necessary steps to rectify the situation, including indemnifying the [disclosing party] for any related damages.

Infringement after termination clause

This clause governs infringement after termination of the agreement.

In the event of termination of this agreement, the [receiving party] shall continue to be liable for any intellectual property infringements that occurred during the term of the agreement. Any claims arising from such infringements will be the responsibility of the [receiving party], and it will indemnify the [disclosing party] accordingly.

Infringement enforcement clause

This clause applies to the enforcement of infringement claims.

The [disclosing party] reserves the right to enforce any intellectual property rights and take legal action in the event of infringement by a third party. The [receiving party] agrees to cooperate with the [disclosing party] in the enforcement of these rights and to bear any reasonable costs associated with such actions.

Infringement of license rights clause

This clause applies when license rights are infringed.

The [receiving party] shall indemnify and hold the [disclosing party] harmless from any claims arising from the infringement of any third-party license rights in relation to the goods or services provided under this agreement. The [receiving party] agrees to take immediate corrective action, including obtaining the necessary licenses or modifying the deliverables to avoid infringement.

Infringement due to subcontractors clause

This clause applies when infringement arises from subcontractors.

The [receiving party] shall ensure that any subcontractors engaged in the performance of this agreement do not infringe upon any third-party intellectual property rights. The [receiving party] will indemnify and hold the [disclosing party] harmless from any claims arising from the infringement caused by the actions of subcontractors.

Infringement involving marketing materials clause

This clause applies when marketing materials lead to infringement.

If any marketing materials provided by the [receiving party], including advertisements, brochures, or websites, infringe upon third-party intellectual property rights, the [receiving party] shall be responsible for resolving the infringement. The [paying party] may request modifications or removal of the infringing materials at the [receiving party]'s expense.

Infringement and right to terminate clause

This clause applies when infringement leads to termination.

In the event of an intellectual property infringement claim that threatens the ability to perform the agreement, the [disclosing party] reserves the right to terminate this agreement immediately. The [receiving party] shall be liable for all costs, damages, and legal fees resulting from the infringement.

Infringement of distribution rights clause

This clause applies when distribution rights are infringed.

The [receiving party] agrees not to infringe upon any third-party distribution rights related to the goods or services provided under this agreement. In the event of such an infringement, the [receiving party] will immediately cease the infringing activities and compensate the [disclosing party] for any damages incurred.

Infringement claims defense clause

This clause applies when defense against infringement claims is required.

In the event of an infringement claim, the [receiving party] agrees to defend, indemnify, and hold the [disclosing party] harmless from any liability, damages, or costs resulting from the claim. The [receiving party] will have the right to control the defense of the claim but must keep the [disclosing party] informed and consult with them on significant decisions.

Infringement for third-party content clause

This clause applies when third-party content causes infringement.

The [receiving party] shall ensure that no third-party content, such as images, text, or software, incorporated into the deliverables infringes upon any third-party intellectual property rights. The [receiving party] agrees to indemnify the [disclosing party] for any costs, legal fees, or damages resulting from such infringements.

Infringement and modification of deliverables clause

This clause applies when infringement occurs and deliverables need modification.

If any of the deliverables provided by the [receiving party] are found to infringe upon third-party intellectual property rights, the [receiving party] agrees to modify or replace the infringing deliverables at no additional cost to the [disclosing party]. The [disclosing party] shall have final approval over any changes made.

Infringement involving trade secrets clause

This clause applies to infringement of trade secrets.

The [receiving party] agrees to protect and maintain the confidentiality of any trade secrets or proprietary information shared by the [disclosing party] under this agreement. If the [receiving party] or its representatives cause an infringement of trade secrets, the [receiving party] shall be responsible for rectifying the situation and indemnifying the [disclosing party].

Infringement during contract performance clause

This clause applies when infringement occurs during the term of the agreement.

If the [receiving party] causes or is involved in any infringement of intellectual property rights during the performance of this agreement, the [paying party] shall have the right to withhold payment until the infringement is resolved. The [receiving party] must take all necessary steps to resolve the infringement at its own cost.

Infringement of patent rights clause

This clause applies specifically to patent infringements.

The [receiving party] agrees not to use, sell, or distribute any products or services that infringe upon any third-party patent rights. If a claim of patent infringement arises, the [receiving party] will indemnify the [disclosing party] and take necessary actions to resolve the infringement, including legal defense or product modifications.

Infringement due to product modifications clause

This clause applies when product modifications cause infringement.

The [receiving party] agrees not to make modifications to the products or services provided under this agreement that would infringe upon any third-party intellectual property rights. If any modifications result in infringement, the [receiving party] will be responsible for any damages, legal costs, or corrective actions required.

Infringement relating to license terms clause

This clause applies when infringement arises due to the violation of license terms.

The [receiving party] shall ensure that all licenses and rights granted under this agreement are fully adhered to and that no infringement occurs due to unauthorized use. In the event of a breach of license terms leading to an infringement, the [receiving party] will bear all associated costs and indemnify the [disclosing party] for any damages incurred.

Infringement involving digital content clause

This clause applies when digital content causes infringement.

The [receiving party] agrees to use digital content in compliance with all relevant intellectual property laws. If the use of digital content under this agreement leads to an infringement of third-party rights, the [receiving party] shall bear all costs and legal fees associated with resolving the infringement.

Infringement and cooperation clause

This clause applies when both parties need to cooperate in the event of infringement.

In the event of an infringement claim, the [receiving party] agrees to cooperate with the [disclosing party] in resolving the issue, including providing necessary information, documents, and access to relevant parties. The [disclosing party] will also provide reasonable cooperation in defending against the infringement claim.

Infringement due to sublicensing clause

This clause applies when sublicensing causes infringement.

The [receiving party] shall not sublicense any rights or materials under this agreement in a manner that infringes upon any third-party intellectual property rights. If sublicensing leads to infringement, the [receiving party] shall bear responsibility for all costs, legal fees, and damages arising from the infringement.

Infringement due to failure to enforce intellectual property rights clause

This clause applies when intellectual property rights are not enforced.

The [disclosing party] reserves the right to enforce its intellectual property rights if the [receiving party] fails to do so. The [receiving party] agrees to cooperate with the [disclosing party] in taking necessary legal action to address any infringement, at the [receiving party]'s expense, should the [disclosing party] choose to pursue enforcement.

Infringement arising from third-party agreements clause

This clause applies when third-party agreements cause infringement.

The [receiving party] shall ensure that no third-party agreements or obligations they are bound by will cause an infringement of any intellectual property rights under this agreement. If any third-party agreement results in infringement, the [receiving party] shall indemnify the [disclosing party] for all resulting damages and legal costs.

Infringement due to failure to obtain necessary rights clause

This clause applies when necessary rights are not obtained, leading to infringement.

The [receiving party] shall ensure that it has obtained all necessary rights, licenses, and permissions for any intellectual property used in the performance of this agreement. In the event of an infringement caused by the failure to obtain such rights, the [receiving party] will be responsible for resolving the infringement and indemnifying the [disclosing party].

Infringement by affiliate or partner clause

This clause applies when infringement arises from an affiliate or partner.

The [receiving party] agrees that any infringement caused by its affiliates, agents, or partners will be treated as if the [receiving party] itself has committed the infringement. The [receiving party] shall take full responsibility for any infringement claims and indemnify the [disclosing party] accordingly.

Infringement and product recall clause

This clause applies when infringement leads to a product recall.

In the event of an intellectual property infringement claim that requires a product recall, the [receiving party] will be responsible for all associated costs, including the recall process, refunds, and damages. The [paying party] may require the [receiving party] to bear these costs in full.

Infringement due to failure to secure necessary licenses clause

This clause applies when necessary licenses are not secured, resulting in infringement.

The [receiving party] shall ensure that all necessary licenses, permissions, or clearances are obtained for the use of any intellectual property under this agreement. If any infringement occurs due to failure to secure such licenses, the [receiving party] will bear all associated costs, damages, and legal fees.

Infringement from use of unlicensed software clause

This clause applies when the use of unlicensed software causes infringement.

The [receiving party] shall not use any unlicensed software or materials that infringe upon the intellectual property rights of third parties. In the event that the use of such software leads to an infringement claim, the [receiving party] will be responsible for resolving the issue and compensating the [disclosing party] for any damages.

Infringement from unauthorized distribution clause

This clause applies when unauthorized distribution leads to infringement.

The [receiving party] agrees not to distribute any products, services, or materials covered by this agreement in a manner that infringes upon any third-party intellectual property rights. Any unauthorized distribution that results in an infringement will result in the [receiving party] taking full responsibility for resolving the issue and indemnifying the [disclosing party] from any claims or damages.

Infringement in relation to unauthorized modifications clause

This clause applies when unauthorized modifications cause infringement.

The [receiving party] agrees not to modify, alter, or adapt any goods or services provided under this agreement in a way that infringes on the intellectual property rights of third parties. If unauthorized modifications result in infringement, the [receiving party] shall bear all costs related to correcting the infringement and indemnifying the [disclosing party].

Infringement of software patents clause

This clause applies specifically to software-related intellectual property infringements.

If the [receiving party] uses or provides any software under this agreement that infringes on a third-party software patent, the [receiving party] will be responsible for resolving the infringement, including indemnifying the [disclosing party] for any legal costs or damages that result from the infringement.

Infringement due to breach of data privacy rights clause

This clause applies to breaches of data privacy rights leading to infringement.

The [receiving party] shall ensure that the handling of personal data or sensitive information complies with applicable data privacy laws and does not infringe upon any third-party rights. In the event of a data privacy infringement, the [receiving party] shall indemnify and hold the [disclosing party] harmless from any resulting claims or damages.

Infringement from use of unapproved third-party content clause

This clause applies when third-party content is used without approval.

The [receiving party] shall obtain written approval from the [disclosing party] before using any third-party content in connection with the services provided under this agreement. If the use of unapproved third-party content results in infringement, the [receiving party] will be responsible for resolving the issue and indemnifying the [disclosing party] from any claims or damages.

Infringement due to improper use of trademarks clause

This clause applies specifically to trademark-related infringement.

The [receiving party] agrees not to use any trademarks, logos, or branding related to the [disclosing party] in a way that infringes upon third-party trademark rights. Any unauthorized use of such marks that leads to infringement will be the responsibility of the [receiving party] to resolve and indemnify the [disclosing party] for any associated damages.

Infringement from non-compliance with intellectual property laws clause

This clause applies when there is a failure to comply with intellectual property laws.

The [receiving party] shall comply with all relevant intellectual property laws, including patents, copyrights, and trademarks. If the [receiving party]'s actions result in the infringement of intellectual property rights due to non-compliance with these laws, the [receiving party] will be responsible for resolving the infringement and indemnifying the [disclosing party].

This clause applies to unauthorized use of materials leading to infringement.

The [receiving party] shall ensure that all materials, whether physical or digital, used in the performance of this agreement are legally authorized for use and do not infringe upon any third-party intellectual property rights. If unauthorized materials cause infringement, the [receiving party] will be responsible for rectifying the issue and bearing any related costs.

This clause applies when sublicensing leads to infringement.

The [receiving party] shall not sublicense any of the rights granted under this agreement to third parties without prior written consent from the [disclosing party]. Any unauthorized sublicensing that results in infringement will be the responsibility of the [receiving party] to resolve and indemnify the [disclosing party].

This clause applies when the distribution rights are breached.

The [receiving party] agrees not to infringe upon any distribution rights granted under this agreement. If any distribution activities result in the infringement of third-party intellectual property rights, the [receiving party] will bear responsibility for resolving the issue and indemnify the [disclosing party] for any related damages or claims.

Infringement due to third-party software use clause

This clause applies when third-party software use causes infringement.

If the [receiving party] uses any third-party software or services that infringe upon intellectual property rights during the performance of this agreement, the [receiving party] shall take immediate corrective action, including obtaining the necessary licenses or discontinuing use, and will indemnify the [disclosing party] for any resulting costs, damages, or legal expenses.

This clause applies when a breach of non-disclosure causes infringement.

If the [receiving party] discloses confidential information or intellectual property in breach of the non-disclosure obligations outlined in [insert section], and such disclosure results in an infringement of third-party intellectual property rights, the [receiving party] will be responsible for indemnifying the [disclosing party] for all resulting damages and legal fees.

Infringement due to failure to enforce rights clause

This clause applies when the failure to enforce rights causes infringement.

The [receiving party] agrees to take reasonable steps to prevent infringement of intellectual property rights. If the [disclosing party] fails to enforce its rights or fails to take action against an infringement, the [receiving party] shall be held liable for any resulting damages or costs incurred.

This clause applies to unauthorized distribution of digital content.

The [receiving party] shall not distribute any digital content, including software or media, that infringes upon third-party intellectual property rights. In the event of such unauthorized distribution, the [receiving party] shall indemnify the [disclosing party] for any legal costs, damages, or claims that arise from the infringement.

Infringement due to misuse of intellectual property clause

This clause applies when intellectual property is misused.

The [receiving party] agrees not to misuse any intellectual property rights provided under this agreement, including patents, trademarks, or copyrighted materials. Any misuse resulting in an infringement of third-party rights will be the responsibility of the [receiving party] to resolve, including indemnifying the [disclosing party] for any associated damages.

Infringement from failure to notify of claims clause

This clause applies when failure to notify of claims leads to infringement.

The [receiving party] agrees to notify the [disclosing party] promptly upon learning of any potential infringement of intellectual property rights. Failure to do so will result in the [receiving party] bearing responsibility for any resulting legal fees, damages, and expenses.

Infringement caused by failure to protect proprietary information clause

This clause applies when proprietary information is not protected.

The [receiving party] is responsible for taking all necessary actions to protect the proprietary information provided under this agreement. If any proprietary information is disclosed or used in a way that results in infringement of third-party intellectual property rights, the [receiving party] will bear the responsibility for resolving the infringement and indemnifying the [disclosing party].

This clause applies when unapproved modifications lead to infringement.

The [receiving party] agrees not to make any modifications to the intellectual property provided under this agreement without prior written approval from the [disclosing party]. If such modifications lead to the infringement of third-party intellectual property rights, the [receiving party] will be responsible for rectifying the infringement and indemnifying the [disclosing party] for any damages.

This clause applies when unauthorized access results in infringement.

The [receiving party] shall take all necessary precautions to prevent unauthorized access to the intellectual property under this agreement. Any unauthorized access resulting in the infringement of third-party rights will be the responsibility of the [receiving party], and they will indemnify the [disclosing party] for any resulting claims, damages, or legal expenses.

Infringement from breach of license restrictions clause

This clause applies when license restrictions are breached.

The [receiving party] agrees to comply with all license restrictions attached to the intellectual property provided under this agreement. Any breach of these restrictions that leads to third-party infringement will result in the [receiving party] taking full responsibility for the issue, including resolving the infringement and covering the associated legal costs.

Infringement involving content distribution clause

This clause applies to the distribution of content that causes infringement.

The [receiving party] may not distribute any content or materials provided under this agreement that infringe upon the intellectual property rights of third parties. If distribution results in infringement, the [receiving party] shall indemnify the [disclosing party] and bear the costs of any legal proceedings or settlement negotiations.

Infringement due to unauthorized sublicensing clause

This clause applies when sublicensing causes infringement.

The [receiving party] shall not sublicense the intellectual property under this agreement without obtaining prior written consent from the [disclosing party]. In the event that sublicensing leads to third-party infringement, the [receiving party] shall be held responsible for resolving the issue and indemnifying the [disclosing party] for any resulting damages or legal fees.

Infringement due to use of third-party data clause

This clause applies when third-party data causes infringement.

The [receiving party] agrees to ensure that any third-party data used in the provision of services under this agreement does not infringe on third-party intellectual property rights. If the use of third-party data leads to infringement, the [receiving party] will take full responsibility for resolving the issue and indemnifying the [disclosing party] for all associated costs.

Infringement from unauthorized software usage clause

This clause applies to the use of unlicensed software that causes infringement.

The [receiving party] agrees not to use any unauthorized software or applications that infringe on third-party intellectual property rights in the performance of this agreement. If such usage leads to infringement, the [receiving party] will bear all costs and responsibility for resolving the infringement, including legal fees and damages.

Infringement due to failure to secure permissions clause

This clause applies when necessary permissions are not obtained, leading to infringement.

The [receiving party] shall ensure that all necessary permissions, including licenses or authorizations, are obtained before using any third-party intellectual property in the performance of this agreement. Any infringement arising from the failure to obtain these permissions will be the responsibility of the [receiving party], including indemnification of the [disclosing party].

Infringement involving collaborative work clause

This clause applies when collaborative work results in infringement.

If the [receiving party] collaborates with other parties during the performance of this agreement, they shall ensure that no third-party intellectual property rights are infringed upon. Any infringement arising from such collaboration will be resolved by the [receiving party], and the [receiving party] will indemnify the [disclosing party] for any related legal or financial consequences.

Infringement due to unauthorized transfer of intellectual property clause

This clause applies when unauthorized transfer causes infringement.

The [receiving party] shall not transfer or assign any intellectual property provided under this agreement without prior written consent from the [disclosing party]. If an unauthorized transfer leads to an infringement of third-party rights, the [receiving party] will bear full responsibility for resolving the infringement and indemnifying the [disclosing party] for any damages or legal costs.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

Last updated 18 Apr 2025