Indemnification clauses, explained

A promise to cover the other party's losses, legal costs, and third-party claims in defined situations. One-sided or unlimited indemnification can require you to pay for lawsuits that are largely the client's fault.

Market standard

Mutual and narrow: each party indemnifies the other for claims arising from its own IP infringement, gross negligence, or willful misconduct. The freelancer's indemnity is usually subject to the liability cap; sometimes IP indemnity is a capped carve-out.

Red flags

Only the freelancer indemnifies
Indemnity covers 'any claim arising from the Services' regardless of fault
Indemnity is uncapped and excluded from the liability cap
Freelancer must indemnify for client-provided content or client-directed decisions
Duty to defend with client's choice of counsel at any rate

Suggested wording

Each party will indemnify the other against third-party claims to the extent arising from the indemnifying party's (a) infringement of IP rights, or (b) gross negligence or willful misconduct. The Provider's indemnification obligations are subject to the limitation of liability in Section X. The Provider has no obligation for claims arising from Client-provided materials or Client's instructions.

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