What Is Indemnification in a Master Services Agreement? A Guide for a Content Creator

When you're a content creator, the last thing you want to think about is being held responsible for something that goes wrong. Indemnification is a crucial part of a Master Services Agreement (MSA), and it can mean the difference between protecting your work and facing serious consequences. If an indemnification clause is missing, you could find yourself stuck with unexpected liabilities, which can be overwhelming, especially when your focus should be on creativity. You can add this to your agreement right now by customizing your contract here: Customize your Master Services Agreement now.

So, what exactly is indemnification? In simple terms, it is a legal clause that provides a safety net. When one party agrees to indemnify another, it means they will take on the burden of defending and addressing any losses or claims that arise as a result of their actions or negligence. This clause exists to help parties avoid the financial fallout that can happen if someone makes a claim against them.

For content creators, having an indemnification clause in a Master Services Agreement is critical. It protects you from being held liable for issues that might surface in your work, especially regarding copyright infringement or claims from third parties. For example, imagine you create a marketing video for a brand. If a competitor alleges that your video infringes on their copyright, you might be at risk for legal action. If your agreement includes indemnification, the brand that hired you would typically be responsible for defending you in this situation. This is why this clause matters so much; it helps keep your creative work safe and ensures you’re not left alone to handle potentially costly legal troubles.

*Each Party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other Party and its officers, directors, employees, agents, shareholders, partners, members, owners, successors and assigns (collectively, the “Indemnified Party”) against all losses, damages, liabilities, deficiencies, claims, actions, demands, judgments, settlements, interest, awards, penalties, fines, costs and expenses of whatever kind, including reasonable attorney fees and the costs of enforcing any right to indemnification under this Agreement, (“Losses”) arising out of or resulting from: (a) any claim that the Work Product infringes on any third party’s rights, provided that the Work Product has not been altered or modified by the Client, (b) the Indemnifying Party’s gross negligence, willful misconduct or fraud, and (c) the Indemnifying Party’s material breach of this Agreement, including any representation, warranty or covenant, provided further that the Indemnifying Party is not obligated to indemnify or defend any Indemnified Party against any Losses arising out of or resulting from such Indemnified Party’s material breach of the Agreement, gross negligence, willful misconduct or fraud. An Indemnified Party will promptly notify the Indemnifying Party of the existence of any action, claim, suit or proceeding giving rise to a claim for indemnification under this section and will give the indemnifying party a reasonable opportunity to defend the same at its own expense and with its own counsel, provided that the Indemnified Parties will at all times have the right to participate in such defense at its own expense.*

This clause does a lot of important work. It not only assures that one party will cover the legal expenses of the other in the event of a claim, but it also establishes a clear process for handling allegations, ensuring everyone is on the same page.

Consider a scenario where you created an engaging blog post for a tech startup. Unbeknownst to you, the startup mistakenly published an image that violates a photographer’s copyright. The photographer files a claim against the startup, and because of the indemnification clause, the startup is obligated to defend you from this claim. This means the startup would handle all legal matters and costs involved, so you can continue creating without worry. These real-world protections are invaluable in maintaining your peace of mind as a creator.

Counsel Club re-imagines legal for startups, freelancers, and creative entrepreneurs. Our platform allows you to search for lawyer-drafted forms for startups, freelancers, content creators, and other creative entrepreneurs. Our platform guides you through modifications, both to the contract and the scope of work. Counsel Club has the most sophisticated drafting tool on the market, and it was designed and developed by lawyers. If you want more help, reach out to a Counsel Club lawyer through our Concierge program. Our legal agent, Amicus, was trained on proprietary legal data to be your best legal assistant. Finally, legal for today, that is fast, protective, and cost effective.

As with any agreement, you may have some questions. For instance, what if the indemnifying party wins the case? The costs may still be burdensome, but rest assured that the indemnification clause ensures you're protected from these financial risks. Or you might wonder about the timeline for notifying the indemnifying party about a claim. Typically, it’s essential to inform them as soon as possible to give them a chance to respond effectively.

In closing, having an indemnification clause in your Master Services Agreement is crucial for your peace of mind and professional security as a content creator. It allows you to focus on your creative passion without the worry of unexpected liabilities lurking behind the scenes. Remember, you can include this protective measure in your contract today. Take the leap and Customize your Master Services Agreement now.