017: Indemnification: How to Negotiate and Cover Your Bases

Summary:

In this episode, host Casey Handy-Smith dives into the world of indemnification provisions. Clauses that may seem standard but hold significant weight in influencer contracts. We recap the first episode, which set the stage for understanding why boilerplate terms should never be overlooked, and then focus on what indemnification clauses are, why they matter, and how you can negotiate them effectively to protect your creators.

Join us as we break down:

• What indemnification provisions really mean and why they’re essential in influencer marketing.
• How indemnification clauses work in the real world, including a common example where an influencer could face legal exposure if they use unlicensed music in their content.
• Why indemnification clauses are typically one-sided in favor of brands —and why it’s crucial to limit the scope of liability for creators.
• Tips for negotiating these clauses using explanatory comments to help brands understand the reasoning behind your redlines and increase the likelihood of approval.

Key Takeaways:

Understanding Indemnification: Indemnification clauses shift risk and responsibility, holding your creators’ liable for certain actions or claims. They’re a powerful tool but can lead to significant financial exposure.

Application in Influencer Marketing: Indemnification clauses often come into play when influencers use content—like music—that hasn’t been cleared. Without proper negotiation, these clauses can leave influencers vulnerable to unexpected liability.

Limiting Liability: These clauses are often one-sided, so it’s essential to limit your client’s liability to relevant claims, such as intellectual property infringement and defamation, while excluding unreasonable terms.

Explanatory Comments: When negotiating substantive changes, include clear, concise comments explaining your redlines. This can make it easier for the brand to understand and accept your proposed changes.

Links & Resources:

The Contract Collective™ – Join the membership for access to the AI-powered Influencer Agreement Playbook and a private community of influencer talent managers and creators dedicated to negotiating stronger contracts.

Boss Contract Society – Discover a range of lawyer-drafted contract templates designed to protect your business and intellectual property.

Connect with Casey on LinkedIn – Stay connected and get more contract insights and tips.

Subscribe & Review: If you found today’s episode valuable, be sure to subscribe to The Contract Playbook and leave a review. Your feedback helps others find the show and join our community of informed, empowered negotiators!