Indemnification

Indemnification is a contractual promise by one party (the indemnitor) to compensate another (the indemnitee) for specified losses, damages, or claims. It is the workhorse risk-shifting clause in business contracts, leases, vendor agreements, and M&A deals.

The scope matters: which losses are covered, what triggers the duty, whether defense costs are included, who controls the defense, time limits, caps on liability, and exclusions for the indemnitee's own negligence. Each of these is negotiable.

California limits indemnification in certain contexts, construction contracts under Civil Code §2782, employer indemnity for employee misconduct, and indemnification for a party's own willful or grossly negligent acts. We draft and review indemnification provisions to match the actual risk allocation the parties intend.