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Am I liable for IP infringement in client-supplied assets?

Must you indemnify for any IP claim, even client-supplied assets? Exclude client materials and cap the amount. Sample indemnity clause.

The risky clause

Subcontractor shall indemnify Agency and its clients against all claims that the deliverables infringe third-party rights, including materials provided by Agency.

Why it is dangerous

You can stand behind what you create, not what the client supplies. Exclude client-provided assets, third-party stock without licence and requested specifications, and keep your total exposure within a cap. This is general information, not legal advice.

Safer clause to propose

Subcontractor indemnifies only claims that deliverables created by Subcontractor infringe third-party rights. Agency-provided materials and specifications are excluded. Liability is within the agreed cap.

Message to send

Hi [Agency],

Could the IP indemnity exclude materials you provide and stay within the liability cap? Thanks, [Your Name]

Frequently asked questions

Who is responsible for client-supplied images?

The party that supplies them should hold the rights.

Can an IP indemnity be capped?

Yes, ask that indemnities are within the general cap.

Related guides

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• Can an agency make me hide that I am a subcontractor?
• Can an agency transfer my contract to another company?
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• How should I structure milestone payments with an agency?

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