An indemnity promise needs a claims process.
Read triggers, control, settlements, exclusions, and the liability cap together.
The question to ask
Is the indemnity for third-party claims, direct losses, or both? Identify notice duties, defense control, cooperation, settlement consent, and which party can prevent the underlying harm.
Illustrative clause — not a court case
Hypothetical wording: Vendor indemnifies Customer for all losses arising from use of the service. The phrase does not identify the covered claim or how a defense will be run.
Source and legal limits
The pinned vendor-review method separates liability dimensions and compares terms with configured user positions. It does not establish that a broad or narrow indemnity is enforceable under the governing law.
What can go wrong
A late-notice rule can create a coverage dispute; an uncontrolled settlement can impose obligations beyond money. A liability carveout may make an apparently modest general cap irrelevant to the covered claims.
A focused negotiation
Negotiate a defined trigger and defense procedure. Discuss consent before a settlement admits fault or imposes non-monetary duties, exclusions tied to customer modifications, and explicit treatment under the cap. Compare firm and compromise options with counsel.
Sources and scope
Anthropic commercial-legal vendor-agreement-review checklist (pinned reference)
Review method, not a statement of applicable law; draft positions require attorney review.
Put the checklist to work.
Choose a role and review the exact outbound text before requesting analysis. Live analysis is limited to eligible invited accounts; model and legal acceptance remain pending.
Open the review workspace Explore a local sample