Add intellectual property indemnity

Design Partner Agreement

Sample langauge

Add intellectual property indemnity

Add as Section 6.3:

“(a) Provider will indemnify, defend, and hold harmless Partner from and against any action, proceeding, or claim made by someone other than Partner or Partner’s affiliates that the Product, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses that arise from the action, proceeding, or claim.

(b) Provider is only required to protect Partner if Partner: (i) promptly notifies the Provider of the action, proceeding, or claim; (ii) provides reasonable assistance to Provider at Provider’s expense; and (iii) gives Provider sole control over the defense and settlement of the action, proceeding, or claim. However, Partner may participate with its own attorneys only at its own expense and Provider may not agree to any settlement that contains an admission of fault or otherwise materially and adversely impacts Partner without Partner’s consent.”

Written to work with the Common Paper standard Design Partner Agreement.

What is a Design Partner agreement?

A design partner is an early user or customer who works closely with a vendor to help develop the early versions of the product. They get early access and a discount or free use in exchange for their feedback and tolerance of bugs and missing features.

A Design Partner Agreement is a contract that specifies the relationship between the vendor and the design partner. It covers what each side can expect from the other and the commitments being made.

Common Paper offers a free Design Partner Agreement that's easy to customize with the language you need.

How do you set up a Design Partner Agreement with language on this topic in Common Paper?

Customizing a Common Paper agreement is simple. Just copy the sample launguage and paste it into the Other Changes section of your Cover Page.

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Other Changes to the Standard Terms

Additional modifications or customizations

Add as Section 6.3:

"(a) Provider will indemnify, defend, and hold harmless Partner from and against any action, proceeding, or claim made by someone ...