Before you sign: indemnification

What "indemnify and hold harmless" actually means

• Find it. It may sit under Indemnification, Indemnity, or Hold Harmless.
• Check what triggers it: any claim tied to your work, or only claims your own fault or breach caused.
• Check whether it runs both ways, or only toward the other side.
• Check whether you must defend the other side, pay its legal fees, and who controls the defense and a settlement.
• Check whether the liability cap covers it. Many contracts leave indemnity outside the cap.
• Ask for a clause that runs both ways, covers only your own fault, and sits under a cap.

The clause in this guide: Consulting Agreement, Exhibit 10.2, CIK 1662991, Form 8-K, filed with the SEC on November 5, 2025. https://www.sec.gov/Archives/edgar/data/1662991/000166299125000255/sezl-20251105ex1002.htm

BeforeJD is not a law firm. This is informational only, not legal advice.