An indemnification clause requires one party to compensate the other for certain losses, damages, or legal costs. These clauses can expose you to significant financial risk if not carefully reviewed.
“Contractor shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Contractor's performance of services under this Agreement.”
This means if anyone sues the company for anything related to your work, you have to pay all their legal bills and any damages - even if it wasn't really your fault. This is a one-sided clause that puts all the risk on you.
One-sided indemnification without mutual protection
Covers claims caused by the other party's negligence
No cap on liability exposure
Includes 'arising out of or relating to' language that's extremely broad
Requires payment of attorneys' fees regardless of outcome
Paste your specific clause below and get instant AI-powered analysis with risk assessment and safer alternative wording.
A limitation of liability clause caps the maximum amount one party can recover from the other for damages. While these clauses provide predictability, they can leave you without adequate recourse if things go wrong.
A termination clause defines how and when a contract can be ended by either party. Understanding these terms is crucial - they determine your ability to exit a bad situation and what happens when you do.
A governing law clause specifies which jurisdiction's laws will interpret the contract and where legal disputes must be handled. This can significantly impact your rights and the cost of resolving disputes.