indemnification-clauses

name	indemnification-clauses
description	Acceptable and unacceptable indemnification (indemnify, indemnifies) clause variants, with fallback language
disable-model-invocation	false

Indemnification Clauses

Acceptable variants

• Mutual indemnification, capped at total fees paid under the contract
• One-sided indemnification that is capped and limited to third-party IP-infringement claims

Unacceptable variants (propose the fallback redline below)

• Uncapped or one-sided indemnification
• Indemnification that extends to a party's own gross negligence or willful misconduct being indemnified by the other party
• Indemnification obligations that survive termination indefinitely (no time limit)

For any variant here, call the propose_redline tool with the fallback language below (it pauses for lawyer approval before drafting the redline). Use flag_novel_clause only when NO playbook category matches the clause at all.

Fallback language

"Each party indemnifies the other for third-party claims arising from its own breach or negligence, capped at the fees paid in the preceding twelve months."