Legal Term

Indemnification Clause

Legal Definition

A contractual provision where one party agrees to compensate and protect the other party from losses, damages, or legal liabilities, typically arising from third-party claims or specified breaches, often including the duty to defend against such claims.

In Plain English

For a small online store, this means you might have to pay all legal costs and damages if someone sues because of a product you sold, a data breach on your site, or if you violate someone's rights, even if the problem wasn't entirely your fault.

Example in a Contract
From an e-commerce platform's Merchant Agreement: 'Merchant shall indemnify, defend, and hold harmless Platform, its officers, and agents from any and all claims, losses, or expenses (including reasonable attorneys' fees) arising out of (i) Merchant's sale of products or services, including any product defect or misrepresentation; (ii) any infringement of intellectual property rights; or (iii) Merchant's breach of this Agreement or applicable laws.'

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