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.

State-Law Adjustments (Arizona)

• Review Arizona anti-indemnity statutes for sector-specific restrictions.
• Arizona generally enforces contractual indemnity provisions subject to public policy limitations.
• Confirm any limits on waiving liability for willful misconduct under Arizona public policy.

[// GUIDANCE: Tune caps to deal size; align with insurance.]