41 Best Indemnification Agreement Templates

1. Scope and parties Ensure the indemnity clearly states who indemnifies whom, for what claims, and under what circumstances, including any caps, survival periods, and exclusions. This prevents ambiguity and limits dispute over liability.

2. Claims process and defense control Outline how notices must be given, who controls the defense, and how settlements are handled, including cooperation requirements and cost allocation. This ensures timely responses and preserves the indemnifying party’s rights.

3. Exclusions and insurance Align the indemnity with applicable exclusions such as gross negligence, willful misconduct, IP infringement, and confidentiality breaches, and require appropriate insurance coverage with certificates. This helps allocate risk appropriately and reduces uncovered exposure.