According to Health Care Risk Management standards supported by ASHRM and the American Hospital Association Certification Center, an indemnification clause is a contractual provision in which one party agrees to compensate or reimburse another party for specified losses, damages, liabilities, or claims arising out of defined circumstances. The purpose is to allocate risk between contracting parties and clarify financial responsibility if harm occurs.
Indemnification provisions often address responsibility for defense costs, settlements, judgments, and related expenses resulting from negligence, breach of contract, or other agreed-upon risks. The clause may include duty to defend language, limits on liability, or conditions triggering indemnification. Properly drafted indemnification language helps manage exposure and supports risk transfer strategies within contractual relationships.
Creating a forum for dispute resolution is addressed by arbitration or venue clauses, not indemnification. Holding a party responsible for fulfilling contract terms relates to performance obligations, not indemnity. Deferring all legal costs automatically is inaccurate, as indemnification depends on specific triggering conditions and negotiated language.
Legal and regulatory objectives emphasize careful contract review and risk allocation. Therefore, an indemnification clause clarifies commitments to compensate the other party for harm, liability, or loss.
