Best examples of indemnification clause examples for freelance contracts

Real‑world examples of indemnification clause examples for freelance contracts

Let’s skip the theory and go straight to how this actually looks in a freelance agreement. Below are several examples of indemnification clause examples for freelance contracts across different industries. You can mix, match, and edit these with your attorney to fit your situation.

Example of a balanced mutual indemnification clause

This is the kind of language many experienced freelancers aim for: both sides take responsibility for their own mess.

Mutual Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents (the “Indemnified Party”) from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) the Indemnifying Party’s breach of this Agreement; or (b) the Indemnifying Party’s gross negligence or willful misconduct. This indemnity does not apply to the extent a claim results from the Indemnified Party’s own breach of this Agreement, gross negligence, or willful misconduct.

Why this works:

• It’s two‑way, not just protecting the client.
• It limits indemnity to third‑party claims, not every possible problem.
• It excludes claims caused by the other side’s bad behavior.

When you look at other examples of indemnification clause examples for freelance contracts, use this as your baseline: if the client asks for more protection than this, you should be getting something in return (higher rates, limited scope, or capped liability).

Example of an IP‑focused indemnification clause for creative freelancers

If you’re a writer, designer, photographer, or video editor, this kind of clause is what you’ll see most often.

Intellectual Property Indemnification – Freelancer. Freelancer represents that the Deliverables, when used by Client as authorized under this Agreement, will not knowingly infringe any third‑party copyright, trademark, or other intellectual property right. Freelancer shall indemnify, defend, and hold harmless Client from and against any third‑party claims finally awarded by a court of competent jurisdiction (or settled with Freelancer’s written consent) alleging that the Deliverables, as provided by Freelancer, infringe such rights, provided that: (a) Client promptly notifies Freelancer of the claim; (b) Freelancer controls the defense and settlement; and (c) Client reasonably cooperates at Freelancer’s expense.

This is one of the best examples for creatives because it:

• Ties indemnity to IP infringement only, not every type of claim.
• Requires the client to notify you promptly and let you control the defense.
• Applies to the Deliverables “as provided” – not after the client edits or misuses them.

As you compare examples of indemnification clause examples for freelance contracts, watch for missing conditions like notice and control of defense. Without them, you’re writing a blank check.

Example of a one‑sided client‑friendly clause (and how to push back)

You’ll see this in a lot of big‑company vendor agreements. It’s common, but not freelancer‑friendly.

Indemnification – Contractor. Contractor shall indemnify, defend, and hold harmless Client and its affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) arising out of or related to Contractor’s services or Deliverables.

Problems:

• No limit to type of claim – it could include things totally outside your control.
• No cap on amount – theoretically unlimited.
• No mention of Client’s own negligence.

A more realistic revision might be:

Contractor’s indemnity is limited to third‑party claims arising directly from Contractor’s breach of this Agreement, gross negligence, or willful misconduct, and excludes claims resulting from Client’s instructions, modifications, or misuse of the Deliverables.

This is a good example of how you can turn a scary clause into something normal and workable.

Example of an indemnification clause for software developers

Developers face different risks: open‑source licensing, security vulnerabilities, and integration issues. Here’s a more tailored example of indemnification clause language for freelance dev work:

Technology and Open‑Source Indemnification. Developer shall indemnify, defend, and hold harmless Client from third‑party claims alleging that custom code written by Developer under this Agreement infringes such third party’s U.S. copyright or patent rights, provided Client uses the code as documented and does not modify it. This indemnity does not apply to: (a) open‑source software components identified in the project documentation; (b) combinations of the code with products or services not provided by Developer; or (c) uses of the code not contemplated by the specifications.

This example of an indemnification clause shows a healthy trend in 2024–2025: more contracts explicitly carve out open‑source components and client modifications from the freelancer’s risk.

For context on how IP and open‑source issues play out in practice, the U.S. Copyright Office has helpful guidance on copyright basics and ownership: https://www.copyright.gov/.

Example of a marketing and advertising indemnification clause

If you manage ads, email campaigns, or social media, you’re exposed to claims around false advertising, privacy, and platform rule violations. Here’s a realistic clause:

Marketing Content Indemnification. Client is solely responsible for the truthfulness, accuracy, and legality of all claims, offers, and statements contained in marketing materials. Client shall indemnify, defend, and hold harmless Freelancer from any third‑party claims, fines, or penalties arising from such content, including claims of false advertising or regulatory violations, except to the extent caused by Freelancer’s modification of Client‑approved content without written authorization.

This flips the default: the client, not you, owns the risk of what they’re saying. This is one of the best examples of indemnification clause examples for freelance contracts for marketers because it:

• Puts responsibility on the party who controls the claims.
• Protects you from regulatory headaches you didn’t create.

For U.S. freelancers, the Federal Trade Commission (FTC) has public guidance on advertising and endorsements that’s worth skimming so you know what risks your clients are taking: https://www.ftc.gov/business-guidance.

Example of a data/privacy indemnification clause for consultants

Privacy and data security have become bigger issues every year, especially with remote work and cloud tools. Here’s a consultant‑style clause that reflects 2024–2025 realities:

Data Security and Privacy Indemnification. Each party remains responsible for complying with applicable data protection and privacy laws with respect to personal data in its possession or control. Client shall indemnify, defend, and hold harmless Freelancer from third‑party claims arising from Client’s collection or use of personal data, except to the extent such claims arise from Freelancer’s failure to follow the agreed written security measures set out in Exhibit A. Freelancer’s total liability under this Section is limited to the fees paid by Client to Freelancer under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Two key moves here:

• Indemnity is tied to specific written security measures – not some vague standard.
• There is an explicit liability cap, which more and more freelancers are negotiating into contracts as claims and regulatory fines get larger.

For a sense of how regulators think about data handling, the U.S. Federal Trade Commission and the National Institute of Standards and Technology (NIST) publish practical resources on privacy and security programs: https://www.nist.gov/privacy-framework.

Example of a simple indemnification clause for small, low‑risk projects

Not every freelance engagement needs a 500‑word, lawyer‑crafted indemnity section. For small, low‑risk projects, you might use something like this:

Limited Indemnification. Each party is responsible for its own acts and omissions. Freelancer will not be liable for any indirect, incidental, or consequential damages. Client agrees to indemnify Freelancer against third‑party claims arising from Client’s use of the Deliverables in ways not authorized by this Agreement.

This is intentionally narrow. It reflects a growing trend among freelancers in 2024–2025: right‑sizing legal risk to match the project size and budget, instead of reusing the same heavy corporate boilerplate for everything.

Trends shaping indemnification clauses in 2024–2025

When you review examples of indemnification clause examples for freelance contracts today, you’ll notice a few patterns compared with contracts from five or ten years ago:

More focus on AI‑generated content
With generative AI tools everywhere, clients worry about copyright and originality. Freelancers are pushing back on blanket warranties that everything is 100% original if AI tools are used. Newer clauses often:

• Require disclosure if AI tools are used.
• Limit indemnity to content the freelancer directly authors or curates.
• Exclude claims based on the training data of third‑party AI tools.

Clearer IP ownership and licensing
As remote work and global collaboration grow, contracts are more explicit about who owns what and where. That clarity reduces the odds of IP disputes that can trigger indemnity. The U.S. Copyright Office’s guidance on works made for hire and contractor ownership is especially relevant here: https://www.copyright.gov/circs/circ09.pdf.

More liability caps and exclusions
Freelancers are increasingly negotiating:

• Caps at fees paid in the last 6–12 months.
• Exclusions for indirect or consequential damages.
• Carve‑outs so they’re not on the hook for client misuse, modifications, or instructions.

When you look at the best examples of indemnification clause examples for freelance contracts, you’ll almost always see some form of cap and some exclusions. If your contract has neither, that’s a red flag.

How to read and negotiate indemnification clauses like a pro

Even with lots of examples, indemnification language can feel intentionally confusing. Here’s how to break it down quickly before you sign:

1. Who is indemnifying whom?
Is it just you indemnifying the client, or is it mutual? Mutual is usually fairer, especially if the client’s actions can create risk for you.

2. What types of claims are covered?
Better clauses limit indemnity to:

• Third‑party claims (not disputes between you and the client).
• Specific categories: IP infringement, data breaches caused by you, or your clear breach of contract.

If it says “any and all claims arising out of the services,” that’s too broad for most freelance scenarios.

3. Are there conditions on the indemnity?
Reasonable conditions include:

• The indemnifying party must be promptly notified of the claim.
• They get to control the defense and settlement.
• The other side must cooperate.

These conditions prevent surprise legal bills and settlements you never agreed to.

4. Are there caps and exclusions?
A fair setup might be:

• Total liability capped at fees paid in the last 6–12 months.
• No liability for lost profits, lost data, or indirect damages.
• No indemnity for claims caused by the other party’s negligence or instructions.

When you compare real examples of indemnification clause examples for freelance contracts, you’ll see that the most freelancer‑friendly ones always use some mix of these limits.

5. Does the risk match the money?
If a client is paying you $2,000 and asking you to take on unlimited indemnity for any lawsuit anywhere in the world, the math doesn’t work. Either the risk needs to be narrowed, or the fee needs to go up, or you walk away.

For general small‑business contract guidance (not specific to freelancers, but still helpful), the U.S. Small Business Administration has accessible resources: https://www.sba.gov/business-guide/manage-your-business/small-business-laws-regulations.

FAQ: examples and practical questions about indemnification for freelancers

Q1: Can you give a simple example of when an indemnification clause would actually be used?
Yes. Imagine you design a logo for a client. Unknowingly, it’s very similar to another company’s registered trademark. That company sues your client for trademark infringement. If your contract includes an IP indemnification clause in the client’s favor, the client may demand that you cover their legal costs and any settlement, up to the limits in your agreement.

Q2: What are some examples of unfair indemnification language freelancers should avoid?
Red flags include:

• You indemnify the client for “any and all claims arising out of the project” with no limits.
• You’re responsible for client decisions, like ad copy they wrote or legal claims they insisted on.
• No cap on your liability and no exclusions for indirect or consequential damages.

If you see these, use the best examples of indemnification clause examples for freelance contracts in this guide as counter‑proposals.

Q3: Is there an example of a very short indemnification clause that’s still useful?
A minimalist version might say: “Each party will indemnify the other against third‑party claims arising from its own breach of this Agreement or gross negligence.” It’s not perfect, but it’s far better than signing something one‑sided and unlimited.

Q4: Do I really need a lawyer to customize these examples?
You should at least have a lawyer review your standard template once, especially if you work on higher‑risk or higher‑value projects. After that, you can reuse the same structure and tweak details yourself. Think of the examples of indemnification clause examples for freelance contracts here as starting points, not final legal advice.

Q5: What’s the difference between indemnification and regular liability?
Liability is about what you owe the other party directly under the contract. Indemnification is about what you might have to pay to cover their costs if a third party sues them because of something connected to your work. Most freelancers underestimate how big that difference can be until they see real examples.

The bottom line: when you review or draft your next agreement, don’t just skim the indemnity section because it “sounds legal.” Use these real‑world examples of indemnification clause examples for freelance contracts as a checklist. If a clause looks broader or harsher than the examples here, that’s your signal to negotiate, narrow, or walk away.