What is Indemnification | Indemnification Clauses and Indemnity Explained

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What is an indemnification clause and why would you want one? In any contract or terms of service, one of the legalese clauses has one or both parties indemnify each other.
In this video I explain what is an indemnification clause and why you may want one party to indemnify the other. I also review RU-vid’s indemnification clause and discuss some tips, limits, and options for indemnification.
00:00 Intro
00:19 Indemnify Defined
01:00 Why Indemnify?
02:45 Indemnification Clause Example from RU-vid’s Terms of Service
05:28 Limits and Options
07:32 Tip
Link to RU-vid’s Terms of Service: ru-vid.comterms
I recommend guides by Nolo Publishing if you plan to handle your own legal work:
Legal Forms for Starting & Running a Small Business: 65 Essential Agreements, Contracts, Leases & Letters Eleventh Edition by Fred S. Steingold - amzn.to/31IiLis (affiliate link)
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Legal Disclosure: Elizabeth is licensed to practice in the state of California and before the United States Patent and Trademark Office. Information contained in this video is not legal advice - please seek advice of counsel. This video and description may contain attorney advertising.
Disclosure: My videos may contain reviews, recommendations, testimonials, or endorsements of other businesses, individuals, events, materials (such as books), products, services, or websites. I may receive affiliate percentages on sales; if so, it will say “affiliate link” after the link. I will clearly disclose if I have received a free product, free service, discount, or any other compensation related to a review.
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#indemnificationexplained #legaleseexplained

Опубликовано:

30 июл 2024

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Комментарии : 25

@spectershore4482 Год назад

So surprised that we can find high quality law content on youtube! The sharing was so accurate! You're amazing ! Thanks from Paris, c'était incroyable !! 😃🇨🇵👍🏾

@ElizabethPW Год назад

Bonjour ! De rien ! :)

@Montanho09 Год назад

This was great, just what I was looking for. Thank you so much for your videos!

@ElizabethPW Год назад

You're very welcome!

@lilmama2badd 2 года назад

This was a very helpful video. Thank you!

@ElizabethPW 2 года назад

Glad it was helpful!

@dineshdeokar6637 Год назад

Very simple and lucid language. It helps me to understand basics

@ElizabethPW Год назад

Great to hear!

@0Eliza0 10 месяцев назад

Wow! Breaking down indemnification was...something Else. It must be hard jot to add your own opinion or make guesses about the future. You are impressive. Thank You.

@ElizabethPW 10 месяцев назад

Thanks!

@learninglawwithdeb7290 Год назад

Very helpful

@ElizabethPW Год назад

Glad to hear that

@ajantamoushumi2204 Год назад

Thank you for such a wonderful and digestible explanation of such a complex contract law concept. My question is, does the duty to defend automatically that party a right to assume and control the defense of the third-party suit? I often read, "Company X reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Company Y". Does AT ITS OWN EXPENSE makes sure that Company X can have exclusive control? Can Company X legally demand exclusive control even if Company Y is paying for, for example, a lawsuit?

@ElizabethPW Год назад

Hm well once you get to the particulars of an indemnification clause, you need to look at the statutes & cases in the state of your choice-of-law clause. But generally if you want exclusive control, then the contract should say exclusive control. Just because you are paying for something does not mean you have control -- the important aspect of any contract is to state what you agree to as specifically and non-vague as possible.

@chrissoto5714 2 года назад

very helpful! Question how about when it comes to music or buying an instrumental for example if the agreement reads : Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney's fees, arising of or resulting from a claimed breach of any of Licensee's representations, warranties or agreements hereunder... . is the something I can agree to ?

@ElizabethPW 2 года назад

That's fairly standard wording, you are agreeing to indemnify them for your breaches of the contract, so if you violate something and it harms a third party. It's better when it is mutual (where you both indemnify each other) but this is probably a form agreement where you can't go back and negotiate.

@AndrewMillerVideo Год назад

Hello Elizabeth. Thank you so much for sharing this information! Currently in a situation with a client where the relationship has gone a bit sour. I have an indemnification clause in our contract with no survival language. I'm wondering if that means that, if I terminate the contract with this client, if they are able to then attempt a lawsuit with my company.

@ElizabethPW Год назад

Hm not sure exactly the situation but generally if you terminate a contract with a client, the client can sue you for breach of contract or whatever -- the indemnification applies more if a third party sues you for what the client did (or sues the client for what you did)

@fahadmukhtar1124 2 года назад

"TRANSFER OF OUTSTANDING AMOUNT AND BALANCE OF DEPOSIT " Please make 1 video on this , thanks.

@ElizabethPW 2 года назад

Not sure what you are asking about, that wording in a contract? It's not really a general topic for a video, but something that has to be evaluated one-on-one by reading the entire specific contract.

@AmericanTravelers 6 месяцев назад

Leases are bilateral? So what the leasee is signing to the lessor is obligated to the same?

@ElizabethPW 6 месяцев назад

You can draft the indemnification either way

@lowqualitymemes9166 2 года назад

Hi thanks for the video, I had one question, Im leaving my friend’s company/startup, I have agreed transferring my shares to her. And In the leaving contract its written “ The Benificiary(Me) saves Harmless and indemnifies the Trustee(Her) in her capacity as director and shareholder from all costs, claims, demands or damages that may be made or claimed against them in their capacity as director and/or shareholder of the company and acting in accordance with the deed” can you please explain this?

@ElizabethPW 2 года назад

These kinds of indemnification provisions are to protect the other owner personally. Here, if someone sues her personally for something you did personally, then you are required to be accountable for any damages.

@lowqualitymemes9166 2 года назад

@@ElizabethPW Thank you for your response, I got the indemnity clause removed so hopefully I will not be charged for future claims