Clause Guide

Indemnification Clause clause: meaning, risks, and what to negotiate

Requires one party to compensate the other for certain losses or claims.

What it means

Indemnification clauses can transfer significant financial risk between parties.

Common risks

3 risks identified
The indemnity may be too broad.
It may cover third-party claims without limits.
Costs may include legal fees and damages.

What to check before signing

Checklist
What events trigger indemnification?
Are there caps or limits?
Does it apply equally to both parties?

Negotiation ideas

Actionable
Limit indemnification scope.
Add liability caps.
Ensure mutual indemnification.

Example clause

Each party agrees to indemnify and hold harmless the other from claims arising from its breach of this Agreement.

Frequently asked questions

1 questions
What does indemnification mean?

It means one party must compensate the other for certain losses or legal claims.

Want help reviewing the full contract?

A single clause rarely tells the whole story. Scan the full agreement to spot risks, missing protections, and negotiation points across the whole document.

This guide is for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction. Consult a qualified attorney for your specific situation.