Editing Indemnification Clause Guide

Summary

To change an indemnification clause from one-party to mutual, adjust the language to ensure both parties agree to indemnify, defend, and hold each other harmless against claims, losses, and liabilities. This includes covering reasonable attorneys fees and expenses related to third-party claims concerning the Licensed Material. Each party should notify the other of claims and have the right to approve counsel. Settlements require prior written consent from both parties. Review the modified clause to ensure it meets your specific needs.

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Can you change an indemnification clause from one party to mutual?
Sure, you can change an indemnification clause from one party to mutual by adjusting the language. Here’s a general outline:
- Original (One-party indemnification):
"Party A agrees to indemnify and hold harmless Party B from any claims, liabilities, or expenses arising from..."
- Mutual Indemnification:
"Both parties agree to indemnify and hold harmless each other from any claims, liabilities, or expenses arising from..."
Make sure to review the specific terms to ensure it fits your needs. Would you like more details on this?
Here is the clause, Can you change it for me:
Of course! Please provide the original indemnification clause you want to change, and I'll help you adjust it to a mutual indemnification clause.
Licensor shall indemnify, defend, and hold harmless Producer and its assignees, agents and licensees against all claims, losses, costs, expenses, settlements, demands, and liabilities of every kind, including reasonable attorneys’ fees and expenses, arising out of any third party claims, actions, suits or proceedings related to the use of the Licensed Material, including but not limited to the inaccuracy, alleged breach, or actual breach of any representation, warranty or agreement that Licensor made regarding the Licensed Material, copyright infringement, trademark infringement, invasion of any rights of privacy, and violation of rights of publicity. Producer shall promptly notify Licensor in writing of any claim for which Producer seeks indemnification. Producer has the right to approve Licensor’s counsel. Licensor shall not settle any claim without Producer’s prior written consent.
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Sure, here is how you can change the indemnification clause to make it mutual:
Mutual Indemnification Clause:
"Each party (Licensor and Producer) agrees to indemnify, defend, and hold harmless the other party, its assignees, agents, and licensees against all claims, losses, costs, expenses, settlements, demands, and liabilities of every kind, including reasonable attorneys’ fees and expenses, arising out of any third party claims, actions, suits, or proceedings related to the use of the Licensed Material, including but not limited to the inaccuracy, alleged breach, or actual breach of any representation, warranty, or agreement that either party made regarding the Licensed Material, copyright infringement, trademark infringement, invasion of any rights of privacy, and violation of rights of publicity. Each party shall promptly notify the other in writing of any claim for which it seeks indemnification. Each party has the right to approve the other’s counsel. Neither party shall settle any claim without the other party’s prior written consent."
Make sure to review the modified clause to ensure it aligns with your specific needs.