An indemnification clause is the contract provision where one party (the indemnitor) agrees to compensate another (the indemnitee) for specific losses arising from defined circumstances. The clause shifts risk between the parties and defines who pays when things go wrong, covering losses, damages, claims, or liabilities. It is one of the most negotiated provisions in commercial contracts because it directly allocates financial exposure for events that haven't happened yet, and it's the contract section that determines who absorbs the hit when something bad happens.
The structure:
Indemnification triggers: what events activate the obligation. Common triggers include breach of contract, IP infringement claims, breach of...