Caution

Brand Indemnity Absent (One-Way Indemnity)

The contract has you indemnifying the brand without a reciprocal brand-to-creator indemnity.

Show it
Look in the indemnification or liability section for explicit one-way language like "Brand shall have no indemnification obligation", "no mutual indemnity", "Creator is the sole indemnifying party", or "one-way indemnification". The ABSENCE of any brand-to-creator indemnity provision is also a strong signal - if you only see creator-indemnifies-brand language, the brand likely owes no reciprocal protection.
Decode it
One-way indemnity transfers all third-party-claim risk to the creator with no reciprocal protection. Where the brand's decisions, brand-provided materials, or brand-directed edits trigger third-party claims, the creator absorbs the consequences without recourse. Indemnity is meant to allocate risk to the party that controls the underlying conduct - one-way indemnity inverts that principle for brand-side conduct.
Fix it
Push for mutual indemnity - the brand indemnifies the creator for losses arising from brand-provided materials, brand-directed decisions, and brand misuse of the work, with the same cap as the creator-side indemnity. Where the brand resists full reciprocity, surface a brand-side risk list - most brands accept targeted reciprocity for specific categories (brand-provided assets, brand misuse) even where they decline broad mutual indemnity.

What it means

This contract structure has you indemnifying the brand without the brand owing a corresponding indemnity to you. The brand might explicitly state it has no indemnification obligation, or the contract might simply omit any brand-to-creator indemnity provision. Either way, you absorb risk for events under the brand's control, brand-provided materials, brand-directed edits, brand misuse of your work, with no contractual recourse for losses arising from brand-side events.

Without an indemnity from the brand, you could carry losses caused by their materials or decisions. Where the brand provides assets (music, footage, brand guidelines) or directs creative decisions (specific edits, specific placements), claims arising from those brand-side inputs can land entirely on you under a one-way indemnity.

What to check before you sign

  • ·Does the contract include explicit brand-to-creator indemnity, or is it silent on the matter?
  • ·Does brand-side indemnity (if present) cover brand-provided materials, brand-directed decisions, and brand misuse?
  • ·Is the indemnity scope reciprocal in coverage and cap, or asymmetric?
  • ·Does the creator's professional insurance cover losses from brand-caused events?
  • ·What's the practical risk profile, how much brand-provided material is in the engagement?
  • ·Is the brand willing to add mutual indemnity as a drafting fix?

How to fix it

  • Add brand-to-creator indemnity covering all brand-side events with scope and cap mirroring the creator-side indemnity.

  • Add narrower brand-to-creator indemnity covering specific high-risk categories: brand-provided materials (music, footage, brand guidelines), brand-directed creative decisions, and brand misuse of the delivered work.

  • Where mutual indemnity cannot be added, carve out brand-caused, brand-directed, and brand-provided events from the creator-side indemnity scope (this is the defensive alternative to reciprocal indemnity).

  • Where reciprocity cannot be achieved, supplement with broad professional liability insurance covering losses from brand-caused events. Confirm policy scope with insurer.

Negotiating it

A good opening

"Could we make the indemnity mutual, so you indemnify me for losses arising from materials you provide, decisions you direct and any misuse of the work by you, with the same cap as my indemnity? "

When to walk away

Explicit one-way indemnity combined with broad indemnity scope, uncapped creator liability, no brand-caused carve-outs, and engagement requiring substantial brand-provided assets or brand-directed creative decisions is a strong walk-away signal. The structure transfers all third-party claim risk to the creator including for events the brand controls.

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Educational guidance, not legal advice. For high-value or complex deals, get independent legal advice from a qualified professional.