In this video, Minnesota contract attorney Aaron Hall explains how indemnification is essentially the transference of legal liability.


Clients often ask me what is indemnification, as found in their contract or an agreement that somebody’s given them. Indemnification is often a confusing word that people misunderstand, they feel like it’s archaic or its some complex legal term. The simple concept is this. It means you step into the shoes of another. In other words, you become liable for another person. So say for example it says, the contract says, you will indemnify the other party. It means that if the other party is liable for whatever actions that are caused or covered by that provision, you will become liable for it. For example, you might see this in a lease where a landlord says that you will indemnify the landlord as the tenant. What that means is if the landlord ends up being liable for something, maybe even that liability would be to you, you will step into the shoes of the landlord and instead be liable to yourself. So indemnification is a very powerful provision and it is very important to understand what it means and its ramification in a contract. The best advice is to work with an attorney who understands contract law and can help you understand what your legal rights and options are before signing any contract or agreement.