What should i look for in an indemnification clause to avoid liability?

[BrianL]

I’m finalizing a contract with a new client and the indemnification clause they’ve included seems incredibly broad, putting all liability on me even for issues that arise from their own materials. I’m not sure if this is standard or if I’m right to be worried about accepting this level of risk.

[Aubrey27]

That indemnification clause sounds aggressive. In contracts I’ve seen, you often get carve-outs for the other party’s materials, their negligence, and anything IP or data related. I pushed back to cap the liability and keep damages to what’s foreseeable. It isn’t unheard of, but it feels like a big swing.

[StephenM]

I tried to keep it simple: strike the broad coverage for issues caused by their content, add a liability cap, and require defense only for covered claims. It slowed the negotiation but reduced surprise exposure.

[Mia.P]

I remember one project where we were told to own every risk, even when the client handed us buggy specs. We paused, asked for a materials warranty from them, and ran a risk checklist. We still ended up with questions, though.

[NatalieUW]

Do you think the problem is the risk allocation or is the scope still unclear?