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Rev. 3 of 3 · Page 7 of 12
§ 11 — Indemnification
The Client may terminate this Agreement at any time with or without cause upon notice. In the event of termination, the Contractor shall indemnify, defend, and hold harmless Client from any and all claims, damages, costs, and expenses arising out of Contractor's work, whether or not caused by Contractor's negligence. Contractor waives any right to additional compensation upon termination.
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Indemnification
"The Contractor shall indemnify, defend, and hold harmless Client from any and all claims, damages, costs, and expenses arising out of or related to the Contractor's work under this Agreement, whether or not caused by the Contractor's negligence."
Service Agreement · Page 7 of 12
Plain English
You're agreeing to unlimited liability for any problem, including ones the Client causes. If a lawsuit arises from their negligence, you still pay.
✏️ Suggested counter-language
"Indemnification limited to claims arising directly from Contractor's gross negligence or willful misconduct. Cap: 1× total fees paid. Excludes claims caused or contributed to by Client."
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Indemnification
Who pays if something goes wrong — including when you didn’t cause the problem.
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IP Assignment
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Non-Compete
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Limitation of Liability
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