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This is Part 2 of my four‑part series on indemnification clauses. In Part 1, we looked at what indemnification is and why it matters; here, we focus on specific red flags I routinely see in Washington contracts.
Indemnification clauses are rarely written in plain English. They're dense, technical, and often intentionally broad. But buried inside them are red flags that every Washington business owner should be able to spot.
Here are the two that show up most often in the contracts I review. These are also areas where a lawyer can add immediate value by narrowing, clarifying, or re‑balancing the language before you sign, regardless of whether you're the party giving or receiving indemnity.
1. "Any and All Claims"
This phrase sounds harmless, but it can mean:
- Claims you didn't cause
- Claims outside your control
- Claims unrelated to your work
If you see "any and all," ask what the clause is really trying to cover. Often, it's far more than the risk you intended to take on.
2. Duty to Defend
Many indemnification clauses include a duty to defend, meaning you must pay for the other party's legal defense immediately, even before fault is determined.
That can mean tens of thousands of dollars in attorney fees before the case even gets started.
What to Do
Slow down, read carefully, and bring your lawyer into the conversation before signing. Indemnification is not a "boilerplate" throw‑in, it's a core risk‑allocation tool. Having a lawyer review, explain, and, where needed, renegotiate these clauses is one of the most cost‑effective investments a business can make.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
