Indemnity clauses: what they mean and why freelancers should narrow them
Indemnity means you cover the client’s losses in certain situations. The safe version is narrow: you indemnify for your own intentional misconduct or IP infringement you knowingly introduce — not for everything the client does with your work.
When to use
- Sometimes unavoidable in enterprise MSAs
Red flags
- Broad indemnity for all losses
- Indemnity for client’s use/misuse
- No cap on indemnity
Copy/paste clause lines
Plain text — edit for your jurisdiction
Contractor will indemnify the client only for third-party claims arising from contractor’s intentional misconduct or contractor’s knowing infringement of third-party IP. Indemnity obligations are subject to the limitation of liability cap.
Negotiation moves
- Narrow the trigger conditions
- Tie to liability cap
- Exclude client modifications and misuse
FAQ
Indemnity · FAQ
Should freelancers accept indemnity clauses?
If the indemnity is narrow and capped, sometimes yes. If it’s broad and uncapped, it’s usually too risky for an individual.
Related
Other clauses
Further reading
Keep reading
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Editorial guidance only. This is not legal advice. Laws vary by jurisdiction and contract type. Use this as a starting point and consult a qualified lawyer for high-stakes agreements.