IndemnityNegotiable
Mutual Indemnity
What this clause says
Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct.
What this means in plain English
Each side covers the other if their own bad behavior causes a third-party lawsuit.
What it means for a CDMO program
This is the favorable structure - push for it. Pure mutual indemnity with a "gross negligence or willful misconduct" trigger is much narrower than a one-way indemnity for "any claim arising out of Manufacturer's services."
How this evaluates
The Decoder applies these rules in order; the first match wins.
- indemnity › structure equals mutual → Compliant: Mutual indemnity is the favorable structure.
- indemnity › structure is one of one-way-manufacturer, unknown → Borderline: Confirm indemnity is mutual or push to make it so.
See this in your MSA
Map this clause against your sponsor MSA.
Run the DecoderRelated clauses
Common questions about this clause
- What is the difference between fiduciary liability and D&O insurance for a biotech with employee benefit plans?
- What is clinical trial liability insurance?
- How does CDMO claims history affect insurance renewal pricing?
- What's the difference between products liability and product recall coverage?
- Which MSA clauses require additional insured status for products and completed operations?