No. 50Legal & Compliance
Indemnification
Also called indemnity clause, hold harmless, indemnify and defend
Who pays legal costs and damages if a third party sues over the recordings.
Watch closely
Overbroad indemnification exposes the artist to significant uninsured legal liability and royalty withholding.
- Appears in
- Recording Agreement, Publishing Deal, Distribution Agreement, 360 Deal
- Topic
- Liability
- Jurisdiction
- United States
- Reviewed
- July 2026
In plain English
An indemnification clause makes one party responsible for the other's legal costs and damages in defined situations. In recording agreements, the artist typically indemnifies the label against claims arising from the artist's representations, that the recordings are original, don't infringe third parties, and that the artist has the right to enter the deal.
Why it matters
Broad indemnification clauses can make the artist responsible for defending and paying for claims the label faces even if the claim is frivolous or ultimately unsuccessful. Labels sometimes withhold royalties pending indemnification claims, even for claims that are never proven.
Where it can land
The same clause is drafted three ways. These are the positions we see, worst first, so you can tell at a glance which one is in front of you.
- Indemnification triggered by any third-party claim, not just successful ones
- Label can withhold all royalties during any pending indemnification claim
- Indemnification covers label's internal legal costs and overhead, not just third-party claims
- Indemnification is broad but mutual (both parties indemnify each other)
- Royalty withholding during claims without a defined cap or timeline
- Indemnification triggered only by final, non-appealable adverse judgements
- Royalty withholding during claims capped at a defined amount and released after a set period
The language
The drafting language and the negotiation moves for this clause are part of the workspace.
You have read what the clause means and where the risk sits. The rest is the side-by-side of how it reads when it is against you and when it is not, plus the specific moves that get it there.