A client sent you a contract, and somewhere in it is a clause headed "Indemnification" — sometimes "Indemnity" or "Hold Harmless." This page explains what that clause does. It doesn't tell you whether to sign it; it describes what the words mean, so you can read your own agreement with your eyes open.
What it does
An indemnification clause is a promise to cover someone else's losses if a third party — someone outside your deal — brings a claim. In a typical freelance agreement, it runs one direction: the contractor promises that if someone sues the client over the contractor's work, the contractor will step in, handle that claim, and pay its costs, including attorneys' fees.
A common version is narrow — it's tied to specific things the contractor controls: their own breach of the agreement, their own negligence, or a claim that their work copied someone else's intellectual property. A broader version reaches further, covering "any claim arising out of the services" whether or not the contractor did anything wrong.
The variations you'll see
- One-way or mutual. Many freelance contracts have only the contractor indemnify the client. A mutual version has each side cover the claims it's responsible for.
- Narrow or broad. "Arising from the contractor's breach, negligence, or infringement" is narrow. "Arising out of or relating to the services" is broad.
- Duty to defend. Some clauses add a duty to defend — to take over the lawsuit from the start — on top of paying at the end. These are different obligations.
- Capped or uncapped. An indemnity may be limited by a liability cap elsewhere in the contract, or left open-ended.
How it reads from each side
- If you're the one doing the work, an indemnity usually points at you: it's the clause where you stand behind your work. The more it's tied to things within your control — your own conduct, an IP claim about what you delivered — the more it tracks the risks you actually create. The broader the wording, the more situations it can reach.
- If you're the one hiring, the indemnity is the mechanism that puts the cost of a third-party claim about the work onto the contractor rather than on you.
A one-sided indemnity is ordinary in a form one party hands the other; it isn't, by itself, a sign of anything unusual.
Where it is on the checklist
Indemnification is one of the terms our free Before You Sign checklist flags as worth finding and reading closely in a contract you've been sent. You read your own document and score it yourself — we never see it, and the checklist doesn't assume what yours says.
Reading the rest of it
The clauses around this one are worth the same read: Limitation of liability · Ownership of the work · Kill fee.
The most comfortable place to be with a clause like this is on the side that wrote the first draft. If you're the one sending the agreement, you can build one free — written from your side, with a plain-English note on what each clause does.
Whether an indemnity clause is right for your situation is a question for a lawyer licensed in your state. This page explains the clause; it doesn't advise you on your deal.