Indemnification

Indemnification acts like a private insurance policy for the benefit of the indemnified persons.  Indemnification is customary in outsourcing contracts, provided that it does not insulate a party from its own gross negligence or willful misconduct.

Indemnification provisions should be negotiated in connection with relevant limitations on liability.  For some claims, unlimited liability may be appropriate, but for most ordinary claims a limit is customary.

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