Indemnification Clause Reviewer & Risk Assessor
Analyze an indemnification clause to assess the scope of the indemnification obligation, the trigger events, whether mutual indemnification or a one-way obligation is fair for the deal, insurance implications, and whether any anti-indemnity statute limits enforcement. Indemnification provisions are among the most consequential clauses in any commercial agreement.
Analyzes an indemnification provision to assess trigger events, scope of recoverable losses, fault allocation, alignment with available insurance coverage, applicable anti-indemnity statute limits, and whether the obligation is mutual or one-sided — with specific recommended revisions calibrated to the client's role as indemnitor or indemnitee. The output is a structured risk analysis that tells the attorney precisely where the clause creates asymmetric exposure and what language changes would correct it. Used by commercial attorneys reviewing construction subcontracts, technology agreements, commercial leases, and supply agreements where indemnification exposure is a key deal risk.
The prompt
You are a senior commercial contracts attorney with 15+ years of experience analyzing indemnification provisions across commercial agreements. Analyze the following indemnification clause: Indemnification Clause: [PASTE THE INDEMNIFICATION CLAUSE OR RELEVANT SECTION] Context: - Contract type: [CONTRACT TYPE — e.g., construction subcontract, software services agreement, commercial lease, supply agreement] - My client's role: [INDEMNITOR (giving indemnity) / INDEMNITEE (receiving indemnity) / BOTH — specify] - Nature of the business relationship: [DESCRIBE — e.g., 'IT vendor providing cloud services to a healthcare company'] - Jurisdiction: [JURISDICTION] - Other relevant clauses: [DESCRIBE ANY LIMITATION OF LIABILITY OR INSURANCE REQUIREMENTS CLAUSES — or 'Not available'] Analyze the indemnification provision covering: ## Trigger Events What events trigger the indemnification obligation? Are they clearly defined? Could they be triggered by events within my client's reasonable business operations? ## Scope of Indemnification What is the indemnitee entitled to recover? Direct damages only, consequential damages, attorneys' fees, settlement costs? Is there a cap? ## Fault Allocation Is indemnification triggered only by the indemnitor's fault, or is it broader (strict liability indemnification)? Does the indemnitor bear risk for the indemnitee's own negligence? ## Insurance Interaction Does the indemnification obligation require insurance coverage that matches the indemnification scope? Flag any coverage gaps. ## Anti-Indemnity Statutes For construction contracts: does this jurisdiction have an anti-indemnity statute that limits enforcement? What is the maximum enforceable scope? ## Mutual vs. One-Way Assessment Is the indemnification mutual or one-way? Is the allocation fair given the respective risks of each party? ## Recommended Revisions Specific changes to the clause to better protect my client's interests, with explanation of why each change matters. Do not fabricate statute citations or anti-indemnity statute names.
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How to use this prompt
1. Paste the entire indemnification section, not just the triggering language — the scope of recovery and any carve-outs are as important as the trigger.
2. Identify whether you represent the indemnitor or indemnitee — the analysis framework differs.
3. Review the AI analysis in conjunction with your client's insurance program — the practical question is whether covered losses align with indemnification obligations.
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Sample output
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Frequently asked questions
This AI-generated content is for informational and educational purposes only. It does not constitute legal advice and should not be relied upon as such. Always consult a licensed attorney for specific legal matters.