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the following BL TV program is brought to you by O'Flaherty law please enjoy welcome to learn about law my name is kevin o Flaherty from O'Flaherty law and today we're gonna explain indemnification clauses an indemnification clause can be a standalone agreement or it can be a clause in a larger contract that is used to transfer risk of liability from one party to another so when you agree to identify indemnify someone you're stating that if you or your agents do certain things that result in the other party experiencing a monetary loss you're gonna reimburse the other party for that loss some examples of when you would use net indemnification Clause are independent contractor agreements so if my business is hiring someone to be an independent contractor and I'm not going to have a whole lot of oversight over them the independent contractor might agree that if anybody sues me based on the work that they are doing for me they're going to indemnify me which means that they're going to cover the cost of the lawsuit and pay for the attorney and handle any damages and patreon versus me for any damages that result from a lawsuit so any any monetary damage whether it's attorneys fees court costs other out-of-pocket costs or payments that I have to make to settle a lawsuit the independent contractor is going to indemnify me for and they're going to handle and that's one of the things that makes me secure and hiring them another example of when you might use an indemnification clause is when you're selling a business so when you sell a business or really any other asset that can cause liability the person who is purchasing the business might indemnify the person selling the business for any claims based on actions that took place after the sale so if someone goes in if someone is suing the person that sold the business for something that happened after the sale then the purchaser will cover all of their court costs and attorneys fees and any any damages that come out of that the flipside is that the person selling the business might indemnify the purchaser for any claims that come against the purchaser of the business for actions that took place prior to the sale and they'll agree to cover the cost and expenses of that so it's basically when you've got a a business arrangement and you want to assign one side to be liable for certain types of things and maybe the other side is liable for other types of things with a sale and purchase of a business you have a clear defining date or anything after that date one side is going to be responsible for regardless of who is actually sued and everything before that date the other side is going to be responsible for you want to be clear about what the clause covers when you have an indemnification clause it might be it might cover negligence it might cover only gross negligence of the party that is in indemnifying the other which is more negligence than simple negligence it might it might not cover negligence at all but simply intentional wrongful conduct or it could cover all claims of a particular type regardless of the type of conduct so in the independent contractor context the contractor might indemnify the business for only its own negligent or intentionally wrongful behavior or it might be any claims that result at all from the work of the independent contractor so you want to be clear about what level rises or what rises to the level that would trigger the indemnification clause is it negligence is an intentional conduct conduct is it gross negligence is it any claim of any sort related to the business relationship you also want to make clear when you have an indemnification clause who it applies to and whose actions it applies to so one thing you want to do is is not if you've got a business involved in an indemnity excuse me in an indemnification clause easy for me to say then you're going to not only have the business it covered you're gonna have any agents officers employees of the business you're gonna have successors of the business people who purchased the business are gonna also be covered by the endemic indemnification clause and that goes both ways so if my business of flirty laws indemnifying another business say I'm an independent contractor for another law firm we're they're gonna want to make sure that it's not only my actions personally is Kevin O'Flaherty owner of a flirty law that they're indemnified for but any of my employees or agents or any other person that's affiliated with the flirty law and if I sell a flirty law they want to be indemnified for whoever purchases of flirty law and their actions as well and you want that to kind of go both ways you want any successors of the person who is indemnified the person who's going to benefit from the indemnified indemnification clause any successors to be protected by it as well and any employees agents are officers so if someone sued on a personal level for the actions of of someone else who indemnified them you want to make sure that they are covered by the indemnification clause and not just the business so if you have any questions you can leave them in the comment section below this post at learn - about - law comm or below the video on our youtube station if you found this helpful please subscribe to us on YouTube SoundCloud Apple podcast or wherever you listen your podcast or watch your videos if you need some help give us a call at six two zero three two four six six six six that's six three zero three two four six six six six we have four free consultations in many areas of law and we have several geographic locations for your convenience thank you so much for watching and listening thanks so much for watching our video if you have any questions feel free to comment below click the subscribe button for new videos every week and download and review us on iTunes visit learn - about - law comm for other legal related articles and videos visit our business podcast and 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