An indemnity allocates responsibility for specified losses or claims. The label alone does not tell you what the obligation covers. Read who gives the promise, who receives protection and which event triggers it.
Some clauses concern third-party claims, such as a claim that supplied work infringes someone else’s intellectual property. Others use broader language. Do not assume every indemnity has the same scope or operates only after a final court judgment.
Find the actual trigger. Is it a breach, negligence, an infringement claim or anything connected with the work? Check definitions and exclusions. Ask how the wording treats losses caused partly by the protected party’s own actions.
List the named party and any affiliates, customers, directors or other beneficiaries. A promise covering an entire group can reach beyond the company you deal with. Check whether your obligations depend on instructions or materials supplied by those people.
Look for defense obligations, legal fees, investigation costs and reimbursement. Check when those obligations arise and who chooses counsel. An obligation to defend a claim may create costs before its merits are finally decided; the wording and applicable law matter.
Check notice requirements, cooperation, control of the defense and settlement consent. Ask whether a settlement could require an admission, a payment or a continuing obligation from you without your approval.
Read the indemnity together with the limitation of liability clause. Look for exceptions, separate caps and treatment of defense costs. Do not assume a general cap limits every indemnity merely because it appears elsewhere in the agreement.
This fictional example illustrates a question to investigate, not a customer result or ready-to-use clause.
A designer receives a logo from a client and is instructed to include it in a website. The proposed agreement says the designer must cover third-party intellectual-property claims arising from the deliverables. It does not explain how client-supplied materials are treated.
The designer should identify the material, ask who is responsible for permission to use it and discuss how the indemnity applies to that use. Also inspect any separate warranties, approval process and liability exceptions. Replacing “all claims” with another phrase in isolation may leave the same obligation elsewhere.
A useful negotiation request is: “Please distinguish materials we create from materials you supply, and clarify responsibility for claims involving each.” The final allocation should reflect the parties’ roles and the full agreement.
Matching wording is not a substitute for considering the risks each party controls. A supplier and a customer may undertake different obligations. Compare the actual triggers, available remedies and financial exposure before deciding what symmetry would achieve.
The AWS Customer Agreement, section 7, is one public example separating general indemnification, intellectual-property claims and procedures. Its terms are specific to that agreement, not a universal drafting standard. Source checked September 29, 2026.
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