Is indemnification normal in a master services agreement (msa)?
Indemnification in a master services agreement (msa) should be mutual and limited to your own IP infringement and misconduct, and ideally subject to the liability cap. A one-sided, uncapped indemnity that covers 'any claim from the services' is a serious red flag for a freelancer.
What’s market-standard
Mutual and narrow: each party indemnifies the other for claims arising from its own IP infringement, gross negligence, or willful misconduct. The freelancer's indemnity is usually subject to the liability cap; sometimes IP indemnity is a capped carve-out.
Warning signs
- Only the freelancer indemnifies
- Indemnity covers 'any claim arising from the Services' regardless of fault
- Indemnity is uncapped and excluded from the liability cap
- Freelancer must indemnify for client-provided content or client-directed decisions
- Duty to defend with client's choice of counsel at any rate
Wording you can send
Each party will indemnify the other against third-party claims to the extent arising from the indemnifying party's (a) infringement of IP rights, or (b) gross negligence or willful misconduct. The Provider's indemnification obligations are subject to the limitation of liability in Section X. The Provider has no obligation for claims arising from Client-provided materials or Client's instructions.
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Review my contractWhat it means for you
A promise to cover the other party's losses, legal costs, and third-party claims in defined situations. One-sided or unlimited indemnification can require you to pay for lawsuits that are largely the client's fault.
Not legal advice. Gig Clause is software, not a law firm or a professional service, no attorney reviews, drafts, or is otherwise involved in anything it produces. It automatically highlights common contract issues and suggests negotiation language. Using it does not create an attorney-client relationship. For decisions with significant financial or legal consequences, consult a qualified attorney licensed in your jurisdiction. Clause standards vary by industry and location and change over time.