Drafting Indemnification and Hold Harmless Provisions in Commercial Contracts

Most contracts--sales agreements, professional services agreements, leases, lending agreements, software licenses, construction contracts, and M&A agreements--include indemnification and hold harmless provisions. These clauses have become ubiquitous in all industries and specialties. They allow parties to allocate risk and reduce liability exposure. Indemnification clauses must clearly outline the risks covered by the indemnity clause(s), exclusions from indemnity, and procedures for making an indemnification claim.

When negotiating and drafting indemnification and hold harmless clauses, counsel for contracting parties must anticipate and address potential statutory limitations as well as enforcement and procedural hurdles. Attorneys must also consider how insurance coverage will interplay with indemnification and hold harmless provisions, a step often overlooked. In addition, attorneys must consider fraud and abuse regulations in highly regulated industries such as the healthcare sector.

Listen as our authoritative panel of attorneys explains best practices for drafting and negotiating indemnification and hold harmless provisions in commercial contracts. The panel will provide strategies for avoiding common negotiation pitfalls, anticipating and overcoming enforcement hurdles, and reconciling indemnification with insurance coverage.