IndemnityAggressive - Push Back
Indemnity Cap Aligned to Insurance
What this clause says
Manufacturer's aggregate liability under the indemnity provisions of this Agreement shall not exceed the limits of insurance Manufacturer is required to carry hereunder.
What this means in plain English
Your maximum exposure under indemnity is capped at your insurance limits.
What it means for a CDMO program
A non-negotiable to push for. Without it, an uninsured indemnity obligation could survive even if a claim exceeds your policy limits, exposing the company's balance sheet directly. Sponsors often resist this; the compromise is usually a carve-out where the cap does not apply to gross negligence, willful misconduct, or IP infringement.
How this evaluates
The Decoder applies these rules in order; the first match wins.
- indemnity › cap at insurance is set → Compliant: Indemnity capped at insurance limits - favorable.
- indemnity › cap at insurance is not set → Gap: No cap on indemnity - major exposure beyond insurance.
See this in your MSA
Map this clause against your sponsor MSA.
Run the DecoderRelated clauses
Common questions about this clause
- How much umbrella or excess liability does a medical device company need?
- Does EU MDR compliance extend a US device maker’s products liability to EU claims?
- What insurance do you need to sign a partnership or vendor agreement in life sciences?
- What insurance do you need to partner with or resell a telehealth company's services?
- How much cyber liability does a CRO handling PHI typically carry?