An indemnification clause is a contract provision where one party agrees to reimburse or protect the other from certain losses, claims, damages, or legal costs. It allocates who will pay if specified problems arise, often including lawsuits brought by third parties.
California Civil Code § 2778 supplies 7 default rules that courts read into most indemnity provisions unless your SaaS contract clearly states otherwise. For California-facing SaaS vendors and enterprise customers, these defaults can unexpectedly expand the defense duty and shift control of litigation. This article explains how to draft an indemnification clause that aligns with […]
An indemnification clause is a contract term where one party agrees to reimburse the other for specified losses, often including damages and attorney’s fees. It allocates risk by shifting financial responsibility for certain claims tied to the indemnitor’s actions or breaches. This article explains how indemnification clauses work, key components, and common negotiation issues. An
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