What is an indemnification clause? A plain-language guide

An indemnification clause decides who pays when a third party sues over the work. In many service agreements it is written one-way: you protect the client, the client protects nobody.

The risk is asymmetric. A single third-party claim — say, a stock photo used without the right licence — can cost more than a year of project fees if you have agreed to cover the client's losses and legal defence.

A fair version is mutual and capped: each party indemnifies the other for its own negligence, limited to the fees paid under the agreement, and excludes indirect damages.

When you receive a one-sided indemnification clause, propose mutuality first. It is a reasonable, standard request and signals that you read contracts carefully — which changes the negotiation dynamic in your favour.