Indemnification clauses are a key mechanism for allocating risk in commercial contracts, and because they carry significant financial and reputational consequences, they deserve focused attention from both legal and business stakeholders.
In her latest Contracts Corner column with ACC Docket, Billie Munro Audia and co-author, Mary Ambacher, Associate General Counsel, Corporate and Privacy for Wayfair, review the key elements of indemnification provisions with the goal of helping in-house counsel better understand:
- What an indemnification provision addresses;
- The duties an indemnification provision may impose;
- The events that an indemnification may cover; and
- The interplay of limitation of liability and governing law provisions vis-à-vis indemnification.
Audia’s Contracts Corner column features advice and actionable tips designed to help in-house counsel navigate the increasingly complex world of commercial contracts.
Billie Munro Audia is a Partner with OGC. She is a former General Counsel in the technology sector. Billie advises clients in the technology, retail and medtech sectors on intellectual property and corporate matters.