Freelancing gives you freedom, but it also comes with risk. You’re responsible for your own work, your deadlines, your clients, and, in some cases, legal liability. If something goes wrong, you want to make sure you’re not on the hook for things that are out of your control.
That’s where an indemnity clause comes in.
What Is an Indemnity Clause?
An indemnity clause (or indemnification clause) is a section in a contract that says one party agrees to compensate the other for harm, loss, or legal claims caused by their actions.
In freelance contracts, it’s a way to define who’s responsible if:
- The client misuses your work and gets sued
- You’re accused of infringing on someone’s IP unintentionally
- A third party claims damages because of the project
It’s a legal safeguard — and a key part of any well-drafted agreement.
Why Freelancers Should Include Indemnity Clauses
Indemnity clauses matter because they shift liability. Without one, you could end up:
- Paying out of pocket for legal costs you didn’t cause
- Getting dragged into a lawsuit over something your client did with your work
- Being exposed to risks that should reasonably sit with the client
A good indemnity clause protects your business, your finances, and your peace of mind.
When You Should Use One
You should include indemnity language in your contract if:
- You’re creating content, designs, or software that will be published or distributed
- You’re working with user data, compliance regulations, or sensitive systems
- You’re not controlling how the client uses your work after delivery
It’s also useful if you’re working with subcontractors or collaborators and want to define who’s liable for what.
When You Might Exclude or Limit It
There are situations where a limited or mutual indemnity clause makes more sense. You might scale it back if:
- You have a long-term, high-trust client relationship
- The project is low risk (e.g. internal strategy work)
- You’re comfortable assuming certain responsibilities for deliverables
In these cases, you can narrow the indemnity to specific areas — like IP only — or make it mutual, where both parties agree to protect each other.
What an Indemnity Clause Looks Like
Here’s a simple example of an indemnity clause you might see in a Counsel Club contract:
“Client agrees to indemnify and hold harmless the Contractor from and against any claims, damages, or losses arising out of the Client’s use of the Deliverables, except where caused by the Contractor’s gross negligence or willful misconduct.”
This language:
- Protects you if the client uses your work improperly
- Carves out exceptions so you’re still responsible for your own mistakes
- Gives clarity on where liability starts and ends
You can also add mutual language if needed, or limit the indemnity to certain types of claims.
Why It Matters
Legal risk is part of doing business — even as a solo freelancer. But you shouldn’t be held responsible for things you can’t control. Indemnity clauses give you a layer of protection, help prevent costly misunderstandings, and show that you take your business seriously.
They’re not about being aggressive. They’re about being prepared.
Need Help Adding an Indemnity Clause to Your Contract?
At Counsel Club, we make it easy to generate contracts that include key protections like indemnity clauses — with plain-English explanations and real legal support.
When you use our platform, we’ll guide you through:
- Whether to make the clause mutual or one-sided
- What kind of claims you want to cover or exclude
- How to phrase it in a way that’s fair, enforceable, and easy to understand
And if you need help deciding? Just ask Amicus, our built-in legal assistant.
Sample Questions Freelancers Ask Amicus
“Do I need indemnity if I’m just designing a logo?”
“Can I be sued if the client uses my work in a misleading ad?”
“Should I ask for mutual indemnity if the client is giving me content to publish?”
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