As part of our Technology and Data practice, we provide trade secret indemnification & indemnity agreements services.
Given the high costs of trade secret and unfair competition litigation, a trade secret indemnification agreement or clause can provide significant protection to a party and is worth considering before entering into a commercial transaction or contract involving intellectual property rights, such as trade secrets, know how, and confidential information. The scope of the indemnity obligations will likely differ depending on the party to the transaction, the risk of third-party claims, any limitations on damages, including the indemnity obligations, and other factors.
Trade Secret Indemnification and Indemnity Agreements
Trade secret indemnification clauses are common provisions in agreements between parties that desire to shift the risk of loss. In trade secret indemnification clauses, the risk is commonly associated with trade secret misappropriation, trade secret theft, breach of a duty of confidence, or some other intellectual property (IP) related risk. An indemnity clause may be limited to indemnification or it may also include the obligation to “defend” and/or “hold harmless" the other party. Generally, an indemnification clause obligates one party to compensate the other party for losses or damages covered by the indemnity clause.
Trade Secret Hold Harmless Agreements
In addition to trade secret indemnification, an agreement may provide a hold harmless agreement or clause as a risk shifting mechanism. Generally, a hold harmless clause provides that a party is not liable for certain damages under an agreement. A trade secret hold harmless clause can protect against acts of employees of the other party as well as third-party claims for trade secret misappropriation.
Our attorneys have experience with trade secret indemnity agreements and trade secret indemnification issues and can assist clients address those issues both before entering into an agreement with a third party as well as later after a claim has arisen that may trigger an indemnity obligation or a hold harmless clause.
Trade Secret Disputes and Trade Secret Indemnification Litigation
Read more about our litigation services at our intellectual property litigation overview page and our business litigation overview page, including Trade Secret Litigation, Intellectual Property Indemnification Litigation, and Patent Indemnification Litigation & Indemnity Disputes.
Additional Insights Regarding Trade Secret Indemnification
For more information on trade secret indemnity agreements, see our Legal Insights and Industry Solutions pages.
