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Indemnification Provisions

Laura DiFrancesco

Apr 8, 2025

Indemnification clauses, although not used all of the time in business transactions, can protect buyers and sellers from a future of losses.

Listen or watch this Episode on YouTube Indemnification clauses, although not used all of the time in business transactions, can protect buyers and sellers from a future of losses. 


In this episode of Dealmaking with Laura DiFrancesco, Laura provides a brief overview of the indemnification process and how to properly negotiate these terms to safeguard your business. She first mentions key provisions that are used within these clauses, such as scope, survival period, baskets, caps, and more. For both buyers and sellers, she explains negotiation tips to assist them in reaching an agreement that is beneficial to them. However, it is important to note that the opposing council will most likely ask for these terms to be made mutual, or the clauses may not be agreed upon. Negotiating these terms can be tricky, so it’s important to always have an attorney who understands the market and the process to secure you and your business from harm.



What You’ll Learn

  • Common Terms

    • Understand common terms found in indemnification provisions such as scope, tax, survival period, baskets, caps, etc.

  • Buyer Preferences

    • Learn how buyers should negotiate an indemnification agreement, such as arguing for a broad indemnification, longer survival periods, lower baskets, etc.

  • Seller Preferences

    • Learn how sellers should negotiate an indemnification agreement, such as arguing for a narrow indemnification obligation, shorter survival periods, high baskets, etc.


Episode Highlights:

[00:00] Introduction to Dealmaking with Laura DiFrancesco

[03:16] New Book Preview

[04:02] Defining Indemnification

[08:26] Scope of Indemnification

[10:19] Dean Street Law

[11:27] Survival Period

[12:39] Baskets and Caps

[13:58] Financial Protection

[16:37] Other Key Terms

[18:17] Buyer Preferences

[19:49] Seller Preferences

[23:56] Outro




Resources Mentioned


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Credits

Host // Laura DiFrancesco

Executive Producer // Teagan Rowland 

Editor // Jules Bernardo

Associate Producer // Jules Bernardo

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