INDEMNITY AND LIABILITY CLAUSE PACK
Mutual Indemnity (Balanced)
Each party ("Indemnifying Party") will indemnify, defend, and hold harmless the other party and its affiliates from third-party claims, damages, fines, and reasonable attorneys' fees to the extent arising from: (a) Indemnifying Party's breach of this Agreement; (b) gross negligence or willful misconduct; and (c) infringement of third-party IP by Indemnifying Party's materials.
Caps on Liability
Cap: Each party's aggregate liability is capped at the fees paid/payable in the 12 months preceding the claim (or $[AMOUNT] for no-fee deals), except for Excluded Claims.
Excluded Claims: (a) IP infringement indemnity obligations; (b) gross negligence or willful misconduct; (c) breach of confidentiality; (d) data breach; (e) fees due and payable.
State-Law Adjustments (Alaska)
- Review Alaska anti-indemnity statutes for sector-specific restrictions.
- Confirm any limits on waiving liability for willful misconduct or statutory violations under Alaska public policy.
- Alaska generally enforces contractual indemnity provisions subject to public policy limitations.
[// GUIDANCE: Tune caps to deal size; align with insurance.]