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Indemnification clause: Copy, customize, and use instantly

Introduction

An indemnification clause explains who is responsible for covering losses or damages in a contract. It ensures that one party will pay for claims, liabilities, or damages caused by their actions, mistakes, or breaches. This clause is especially important in contracts with third-party risks or potential legal disputes, as it protects the other party from unexpected costs.

Below are indemnification clause templates for different situations. Choose the one you need, adjust it to fit your agreement, and add it to your contract.

General indemnification clause

This clause provides broad protection against losses or damages caused by one party’s actions.

[Party A] agrees to indemnify, defend, and hold harmless [Party B] from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to [Party A]’s actions, omissions, or breach of this agreement.

Mutual indemnification clause

This clause ensures that both parties indemnify each other for their respective breaches or liabilities.

Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to the indemnifying party’s breach of this agreement, gross negligence, or willful misconduct.

Third-party indemnification clause

This clause focuses on claims brought by third parties due to one party’s actions.

[Party A] shall indemnify, defend, and hold harmless [Party B] from and against any and all claims, demands, or lawsuits brought by third parties arising from [Party A]’s actions, omissions, or use of [specific products/services].

Indemnification with limitation of liability clause

This clause limits the indemnifying party’s liability to specific types of losses or a capped amount.

[Party A] agrees to indemnify [Party B] from and against any claims, damages, or losses arising from [specific scope, e.g., intellectual property infringement], provided that [Party A]’s total liability under this clause shall not exceed [insert amount or percentage].

Indemnification for intellectual property clause

This clause protects against claims of intellectual property infringement.

[Party A] shall indemnify, defend, and hold harmless [Party B] against any claims, damages, or expenses arising from allegations that [Party A]’s products, services, or deliverables infringe upon the intellectual property rights of a third party.

Indemnification for gross negligence clause

This clause limits indemnity to damages caused by severe misconduct or negligence.

[Party A] agrees to indemnify and hold harmless [Party B] from and against all claims, damages, or losses directly resulting from [Party A]’s gross negligence or willful misconduct.

Indemnification for breach of confidentiality clause

This clause focuses on indemnity for violations of confidentiality terms.

[Party A] shall indemnify, defend, and hold harmless [Party B] from and against any losses, damages, or claims arising out of [Party A]’s breach of its confidentiality obligations under this agreement.

Indemnification for environmental liabilities clause

This clause applies to contracts involving environmental risks or compliance.

[Party A] agrees to indemnify, defend, and hold harmless [Party B] against any claims, liabilities, or expenses arising from [Party A]’s failure to comply with environmental laws or regulations.

No-fault indemnification clause

This clause requires indemnification regardless of fault, focusing on specific outcomes.

[Party A] agrees to indemnify, defend, and hold harmless [Party B] from and against any claims or damages arising out of the performance of this agreement, regardless of fault or negligence, except where prohibited by law.

Indemnification for personal injury clause

This clause protects against claims of bodily harm caused during the performance of the agreement.

[Party A] shall indemnify, defend, and hold harmless [Party B] from and against any claims or damages resulting from bodily injury or death caused by [Party A]’s actions, omissions, or negligence in connection with this agreement.

This clause holds one party responsible for the actions or omissions of their subcontractors.

[Party A] agrees to indemnify, defend, and hold harmless [Party B] from any claims, damages, or liabilities arising out of the actions, omissions, or misconduct of any subcontractor engaged by [Party A] in connection with this agreement.

This clause covers losses caused by delays attributable to one party.

[Party A] shall indemnify and hold harmless [Party B] against any claims, costs, or damages resulting from delays caused by [Party A]’s failure to perform its obligations under this agreement.

This clause requires prior approval from the indemnifying party's insurer for claims to be covered.

[Party A] agrees to indemnify and hold harmless [Party B] for all claims, damages, or losses, provided that any indemnification payments are subject to the prior consent of [Party A]’s insurer.

Indemnification for regulatory non-compliance clause

This clause protects against liabilities resulting from breaches of regulatory requirements.

[Party A] agrees to indemnify, defend, and hold harmless [Party B] from any claims, penalties, or expenses arising out of [Party A]’s failure to comply with applicable laws, regulations, or governmental requirements.

Limited indemnification for specified damages clause

This clause restricts indemnification to certain predefined damages.

[Party A] agrees to indemnify and hold harmless [Party B] for any direct damages arising out of [specific actions or breaches] but shall not be liable for consequential, incidental, or punitive damages.

Indemnification for unauthorized disclosures clause

This clause focuses on protecting one party from losses due to breaches of confidentiality.

[Party A] shall indemnify, defend, and hold harmless [Party B] from any claims, damages, or expenses arising from [Party A]’s unauthorized disclosure of confidential information.

Indemnification for product defects clause

This clause protects against claims arising from defects in goods or services provided.

[Party A] agrees to indemnify and hold harmless [Party B] from any claims, damages, or losses resulting from defects in the products or services supplied under this agreement.

Indemnification for reputational harm clause

This clause covers damages related to harm caused to one party’s reputation.

[Party A] shall indemnify and hold harmless [Party B] from any claims, costs, or losses arising from reputational damage caused by [Party A]’s actions or omissions.

Indemnification for tax liabilities clause

This clause assigns responsibility for tax-related obligations or penalties.

[Party A] agrees to indemnify, defend, and hold harmless [Party B] from any claims, penalties, or liabilities related to taxes assessed against [Party A] in connection with this agreement.

Indemnification for failure to secure permissions clause

This clause covers losses if one party fails to obtain required licenses or permissions.

[Party A] agrees to indemnify and hold harmless [Party B] against any claims, damages, or penalties arising from [Party A]’s failure to obtain necessary permissions, licenses, or authorizations required for performance under this agreement.

Indemnification for data protection violations clause

This clause addresses liabilities related to breaches of data protection laws.

[Party A] shall indemnify and hold harmless [Party B] from any claims, fines, or penalties arising from [Party A]’s failure to comply with data protection laws or regulations.

Indemnification for loss of business opportunities clause

This clause focuses on compensating losses due to missed business opportunities caused by one party.

[Party A] agrees to indemnify and hold harmless [Party B] from any losses or damages, including lost business opportunities, resulting from [Party A]’s actions or inactions under this agreement.

Indemnification for intellectual property misuse clause

This clause covers damages arising from improper use of intellectual property provided under the agreement.

[Party A] shall indemnify and hold harmless [Party B] from any claims, costs, or damages arising from the misuse or unauthorized use of intellectual property provided under this agreement.

Indemnification for breach of good faith clause

This clause addresses losses due to one party’s failure to act in good faith.

[Party A] agrees to indemnify and hold harmless [Party B] from any claims, damages, or liabilities arising from [Party A]’s failure to act in good faith in connection with this agreement.

Indemnification for willful misconduct clause

This clause focuses on liabilities caused by intentional harmful actions.

[Party A] shall indemnify and hold harmless [Party B] from any claims, damages, or expenses arising from [Party A]’s willful misconduct or intentional acts.

Indemnification for subcontractor intellectual property violations clause

This clause protects against claims arising from intellectual property violations committed by subcontractors.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, damages, or penalties arising from intellectual property infringement caused by subcontractors engaged by [Party A].

Indemnification for fraudulent misrepresentation clause

This clause focuses on compensating for losses due to false representations made by one party.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, damages, or costs resulting from fraudulent misrepresentation made by [Party A] during the negotiation or execution of this agreement.

Indemnification for disruption of services clause

This clause covers damages arising from disruptions caused by one party’s failure to perform.

[Party A] shall indemnify and hold harmless [Party B] for any claims, costs, or damages resulting from the disruption of services caused by [Party A]’s actions or omissions under this agreement.

Indemnification for breach of specific warranties clause

This clause focuses on indemnification for violating specific contractual warranties.

[Party A] agrees to indemnify and hold harmless [Party B] from any claims, losses, or damages arising from a breach of the warranties set forth in Section [insert section number] of this agreement.

Indemnification for third-party contractor actions clause

This clause addresses liabilities caused by third-party contractors engaged by one party.

[Party A] shall indemnify and hold harmless [Party B] against any claims, damages, or expenses arising from the actions, negligence, or misconduct of third-party contractors hired by [Party A] in connection with this agreement.

Indemnification for failure to deliver clause

This clause focuses on non-performance or late delivery of agreed goods or services.

[Party A] agrees to indemnify and hold harmless [Party B] for any losses, costs, or liabilities resulting from [Party A]’s failure to deliver goods or services in accordance with the timelines and specifications outlined in this agreement.

Indemnification for misuse of confidential information clause

This clause protects against liabilities from improper handling of confidential data.

[Party A] agrees to indemnify and hold harmless [Party B] against any claims, damages, or costs arising from the misuse or unauthorized disclosure of confidential information provided under this agreement.

Indemnification for cybersecurity breaches clause

This clause addresses risks associated with data security breaches.

[Party A] shall indemnify and hold harmless [Party B] from any claims, damages, or penalties arising from data breaches, unauthorized access, or other cybersecurity incidents caused by [Party A]’s failure to implement adequate security measures.

This clause assigns responsibility for costs arising from termination of the agreement.

[Party A] agrees to indemnify and hold harmless [Party B] for any costs, expenses, or claims resulting from the termination of this agreement caused by [Party A]’s breach or failure to perform.

Indemnification for product recalls clause

This clause covers losses related to product recalls initiated due to defects or non-compliance.

[Party A] shall indemnify and hold harmless [Party B] against any costs, claims, or damages arising from the recall of products supplied by [Party A], including but not limited to transportation, replacement, and reputational harm.

Indemnification for environmental contamination clause

This clause assigns liability for environmental harm caused by one party.

[Party A] agrees to indemnify, defend, and hold harmless [Party B] for any claims, penalties, or damages arising from environmental contamination caused by [Party A]’s operations or negligence.

Indemnification for loss of license clause

This clause addresses liabilities from the revocation or suspension of a required license.

[Party A] shall indemnify and hold harmless [Party B] against any losses, damages, or penalties arising from the suspension, revocation, or non-renewal of licenses required to perform under this agreement, caused by [Party A]’s actions or omissions.

This clause covers costs arising from force majeure events where indemnity is still relevant.

[Party A] agrees to indemnify and hold harmless [Party B] from any additional costs, penalties, or claims incurred due to [Party A]’s inability to mitigate or respond effectively to force majeure events impacting its performance.

Indemnification for improper representation clause

This clause assigns liability for misrepresentations made by one party during contract formation.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, damages, or losses arising from false or misleading representations made by [Party A] during the negotiation or execution of this agreement.

Indemnification for labor law violations clause

This clause covers liabilities arising from violations of employment or labor laws.

[Party A] shall indemnify and hold harmless [Party B] against any claims, penalties, or damages resulting from [Party A]’s failure to comply with applicable labor laws, including but not limited to wage, hour, and workplace safety regulations.

Indemnification for unauthorized use of deliverables clause

This clause focuses on misuse of contract deliverables beyond agreed-upon terms.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, damages, or costs arising from the unauthorized use, modification, or distribution of deliverables provided under this agreement.

Indemnification for ongoing compliance costs clause

This clause addresses indemnity for costs incurred to ensure compliance over time.

[Party A] shall indemnify and hold harmless [Party B] for any ongoing compliance costs required to maintain adherence to laws, regulations, or industry standards directly related to [Party A]’s obligations under this agreement.

Indemnification for mismanagement of funds clause

This clause addresses financial mismanagement or misuse of allocated funds.

[Party A] agrees to indemnify and hold harmless [Party B] for any losses, damages, or liabilities arising from [Party A]’s mismanagement, misappropriation, or improper allocation of funds provided under this agreement.

Indemnification for supply chain disruptions clause

This clause protects against liabilities caused by supply chain issues initiated by one party.

[Party A] shall indemnify and hold harmless [Party B] against any claims, costs, or damages arising from supply chain disruptions caused by [Party A]’s actions, omissions, or failure to perform its obligations under this agreement.

Indemnification for privacy law non-compliance clause

This clause assigns responsibility for breaches of privacy laws.

[Party A] agrees to indemnify, defend, and hold harmless [Party B] for any claims, fines, or penalties arising from [Party A]’s failure to comply with applicable privacy laws, including but not limited to the [insert relevant privacy law, e.g., GDPR or CCPA].

Indemnification for public liability claims clause

This clause covers liabilities arising from harm caused to the general public.

[Party A] agrees to indemnify and hold harmless [Party B] against any claims, damages, or expenses resulting from injuries, losses, or damages suffered by members of the public due to [Party A]’s actions, omissions, or negligence under this agreement.

Indemnification for breach of exclusivity clause

This clause focuses on liabilities resulting from violations of exclusivity terms.

[Party A] shall indemnify and hold harmless [Party B] from any claims, damages, or penalties arising from [Party A]’s breach of the exclusivity obligations set forth in this agreement.

Indemnification for fraud detection failure clause

This clause protects against liabilities arising from the failure to detect or address fraudulent activities.

[Party A] agrees to indemnify and hold harmless [Party B] from any losses, damages, or liabilities resulting from fraudulent activities that [Party A] failed to detect, report, or prevent as required under this agreement.

Indemnification for breach of third-party agreements clause

This clause addresses liabilities resulting from non-compliance with external contracts.

[Party A] shall indemnify and hold harmless [Party B] against any claims, penalties, or damages arising from [Party A]’s failure to comply with agreements or obligations to third parties that impact [Party B].

Indemnification for improper certifications clause

This clause covers liabilities arising from inaccurate or invalid certifications provided under the agreement.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, damages, or penalties arising from [Party A]’s failure to provide accurate certifications, permits, or documentation as required by this agreement.

Indemnification for acts of independent agents clause

This clause assigns liability for the actions of independent agents or representatives.

[Party A] agrees to indemnify and hold harmless [Party B] from any claims, damages, or liabilities resulting from the actions, negligence, or misconduct of independent agents engaged by [Party A].

Indemnification for adverse public statements clause

This clause addresses harm caused by public statements that negatively impact a party’s reputation or standing.

[Party A] shall indemnify and hold harmless [Party B] against any claims, damages, or expenses arising from public statements made by [Party A] that harm [Party B]’s reputation, business interests, or goodwill.

Indemnification for export control violations clause

This clause focuses on liabilities arising from violations of export laws or regulations.

[Party A] agrees to indemnify and hold harmless [Party B] against any penalties, claims, or losses resulting from [Party A]’s failure to comply with applicable export control laws or regulations.

Indemnification for unauthorized subcontracting clause

This clause protects against liabilities arising from unapproved subcontracting activities.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, damages, or penalties arising from [Party A]’s unauthorized delegation or subcontracting of obligations under this agreement.

Indemnification for force majeure non-compliance clause

This clause assigns liability when a party fails to properly invoke or comply with force majeure provisions.

[Party A] shall indemnify and hold harmless [Party B] for any claims, damages, or losses arising from [Party A]’s failure to comply with the force majeure provisions set forth in this agreement.

Indemnification for workplace safety violations clause

This clause focuses on liabilities resulting from workplace safety non-compliance.

[Party A] agrees to indemnify and hold harmless [Party B] against any claims, fines, or penalties arising from [Party A]’s failure to maintain compliance with applicable workplace safety laws or regulations.

Indemnification for improper representations in advertising clause

This clause addresses liabilities arising from false or misleading advertising claims.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, damages, or penalties resulting from inaccurate or misleading representations made in advertising, promotional materials, or public statements.

Indemnification for breach of cybersecurity obligations clause

This clause protects against liabilities caused by a failure to uphold cybersecurity commitments.

[Party A] shall indemnify and hold harmless [Party B] against any claims, damages, or penalties resulting from [Party A]’s failure to fulfill its cybersecurity obligations under this agreement.

Indemnification for dependency on third-party services clause

This clause addresses risks tied to failures by third-party service providers critical to one party's obligations.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, costs, or losses arising from disruptions or failures by third-party service providers engaged by [Party A] in connection with this agreement.

Indemnification for use of prohibited materials clause

This clause assigns liability for the use of banned or restricted materials.

[Party A] shall indemnify and hold harmless [Party B] for any claims, damages, or penalties resulting from [Party A]’s use of materials that are prohibited by law or industry standards.

Indemnification for improper termination clause

This clause covers liabilities arising from a party’s improper or premature termination of the agreement.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, damages, or costs resulting from [Party A]’s improper termination of this agreement contrary to the terms set forth herein.

Indemnification for cross-border tax obligations clause

This clause addresses liabilities arising from tax obligations specific to cross-border transactions.

[Party A] shall indemnify and hold harmless [Party B] against any claims, penalties, or costs resulting from [Party A]’s failure to comply with cross-border tax requirements or obligations.

Indemnification for harm to intellectual property licenses clause

This clause protects against damages caused to existing intellectual property licenses.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, costs, or liabilities arising from harm or infringement to [Party B]’s intellectual property licenses caused by [Party A]’s actions.

Indemnification for supply chain compliance clause

This clause ensures indemnification for liabilities caused by failure to meet supply chain compliance standards.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, penalties, or damages arising from [Party A]’s failure to ensure compliance with supply chain regulations, including but not limited to ethical sourcing or labor practices.

Indemnification for government investigations clause

This clause assigns liability for costs or penalties arising from government investigations caused by one party.

[Party A] shall indemnify and hold harmless [Party B] against any costs, damages, or penalties arising from government investigations or inquiries resulting from [Party A]’s actions or omissions.

Indemnification for reputational harm from publicity clause

This clause covers losses related to reputational damage caused by media coverage or public disclosures.

[Party A] agrees to indemnify and hold harmless [Party B] from any claims, costs, or damages arising from reputational harm caused by negative publicity or public disclosures directly attributable to [Party A]’s actions or breaches.

Indemnification for improper legal advice clause

This clause ensures one party is not held liable for damages resulting from another party’s improper legal guidance.

[Party A] shall indemnify and hold harmless [Party B] against any claims, damages, or liabilities arising from reliance on legal advice improperly provided by [Party A] or its representatives under this agreement.

Indemnification for mismanagement of intellectual property rights clause

This clause covers liabilities caused by failure to manage intellectual property obligations.

[Party A] agrees to indemnify and hold harmless [Party B] for any losses, claims, or penalties resulting from [Party A]’s failure to maintain, protect, or properly manage intellectual property rights as required under this agreement.

Indemnification for breach of data transfer obligations clause

This clause assigns liability for non-compliance with obligations related to data transfers.

[Party A] shall indemnify and hold harmless [Party B] against any claims, damages, or penalties arising from [Party A]’s failure to comply with data transfer requirements, including cross-border data transfer regulations.

Indemnification for late performance clause

This clause covers liabilities caused by delays in performance.

[Party A] agrees to indemnify and hold harmless [Party B] for any losses, costs, or claims arising from [Party A]’s failure to meet the agreed-upon timelines for performance under this agreement.

Indemnification for damages caused by defective deliverables clause

This clause protects against damages resulting from faulty goods or services provided.

[Party A] shall indemnify and hold harmless [Party B] against any claims, costs, or damages arising from the use of defective or non-compliant deliverables provided by [Party A] under this agreement.

Indemnification for employee misconduct clause

This clause addresses liabilities arising from misconduct by one party’s employees.

[Party A] agrees to indemnify and hold harmless [Party B] from any claims, damages, or penalties resulting from misconduct, negligence, or unlawful actions committed by [Party A]’s employees during the performance of this agreement.

Indemnification for misrepresentation of financial data clause

This clause assigns liability for incorrect or misleading financial disclosures.

[Party A] agrees to indemnify and hold harmless [Party B] for any losses, claims, or penalties arising from [Party A]’s misrepresentation or inaccurate reporting of financial data relevant to this agreement.

Indemnification for non-compliance with technical standards clause

This clause ensures liability for failure to meet technical specifications or standards.

[Party A] shall indemnify and hold harmless [Party B] against any claims, damages, or liabilities arising from [Party A]’s failure to adhere to the technical specifications or industry standards outlined in this agreement.

Indemnification for breach of advertising restrictions clause

This clause protects against liabilities from unauthorized or non-compliant advertising.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, costs, or damages resulting from advertising practices that violate applicable laws, regulations, or contractual obligations.

Indemnification for damages due to negligence in contract execution clause

This clause addresses liabilities caused by negligence in fulfilling contractual duties.

[Party A] shall indemnify and hold harmless [Party B] against any claims, losses, or damages arising from [Party A]’s negligence or failure to properly execute its obligations under this agreement.

Indemnification for operational failures clause

This clause focuses on indemnity for failures in operational performance affecting the other party.

[Party A] agrees to indemnify and hold harmless [Party B] from any claims, costs, or losses caused by operational failures, including service outages or disruptions, attributable to [Party A].

Indemnification for failure to renew licenses clause

This clause addresses liabilities caused by the failure to maintain valid licenses required for performance.

[Party A] shall indemnify and hold harmless [Party B] against any claims, penalties, or damages arising from [Party A]’s failure to renew or maintain necessary licenses for the execution of this agreement.

This clause protects against liabilities caused by technology failures or cyber incidents.

[Party A] agrees to indemnify and hold harmless [Party B] for any claims, damages, or losses resulting from technology-related disruptions, including system failures, software bugs, or cyberattacks directly attributable to [Party A].

Indemnification for failure to meet sustainability goals clause

This clause ensures liability for failing to meet agreed sustainability or environmental benchmarks.

[Party A] agrees to indemnify and hold harmless [Party B] for any penalties, damages, or claims arising from [Party A]’s failure to meet the sustainability or environmental objectives outlined in this agreement.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

Last updated 17 Apr 2025