High risk

Broad Indemnity Scope / Open-Ended Indemnity Triggers

The contract defines indemnity triggers via open-ended language rather than a closed list of specific warranties.

Show it
Look in the indemnification, liability, or warranties section for trigger phrases like "arising out of or in connection with", "in any way related to", "any act or omission", "of any nature whatsoever", "including but not limited to", or "howsoever arising". Coverage of "Brand and its affiliates, officers, directors, employees, agents, successors, and assigns" extends the indemnified party list and is also a strong signal.
Decode it
Broad indemnity scope expands the events that can trigger creator payouts beyond what you can reasonably control or anticipate. Even where the indemnity is capped, broad scope means more events trigger payouts toward the cap. Coverage of "any claim arising out of or in connection with" extends to claims from brand decisions, brand-provided materials, and brand-side conduct. Defensive contracting becomes operationally difficult at this breadth - you cannot anticipate every possible connection between your work and downstream claims.
Fix it
Replace open-ended trigger language with a closed list of specific creator-controllable warranties - originality of work, no third-party IP infringement, no defamation, breach of defined contract warranties. Add carve-outs for brand-caused, brand-directed, and brand-provided events. Narrow trigger language from "in connection with" to "arising out of" where possible. Exclude consequential and indirect damages from the scope.

What it means

This contract defines the events that trigger your indemnity obligation via open-ended language, phrases like "arising out of or in connection with", "in any way related to", or "any act or omission". Open-ended scope means more events can trigger payouts than a closed list of specific warranties would. Coverage extends to claims from brand decisions, brand-provided materials, and disputes you may not be aware of until they arise.

A broad indemnity can make you cover losses well beyond your own work, including ones you did not cause. Even where the indemnity is capped, broad scope means more events trigger payouts toward the cap. Where the scope covers "any claim arising out of or in connection with", you may absorb consequences for events outside your control, including brand decisions about how the content is used, claims about brand-provided assets, and disputes triggered by brand-side conduct. Defensive contracting requires anticipating every possible connection between your work and downstream claims, which is operationally impossible at that breadth.

What to check before you sign

  • ·Is the indemnity scope defined as a closed list of specific warranties, or as open-ended trigger language?
  • ·Does coverage extend to brand affiliates, officers, employees, agents, and successors, multiplying who can pursue claims?
  • ·Does the scope use "in connection with" (broad) or "arising out of" (narrower)?
  • ·Are brand-caused, brand-directed, or brand-provided events explicitly carved out?
  • ·Does the scope use "including but not limited to" within an already-broad list?
  • ·Are consequential, indirect, special, and punitive damages explicitly included in the scope?

How to fix it

  • Replace open-ended trigger language with a closed list of specific creator-controllable warranties. Single highest-leverage fix.

  • Explicitly exclude claims arising from brand-provided assets, brand-directed decisions, brand misuse of work, and brand-side conduct.

  • Narrow trigger language from "arising out of OR in connection with" to "arising out of" only, applying a tighter causal test.

  • Narrow the indemnified parties from "Brand and its affiliates, officers, directors, employees, agents, successors, and assigns" to "Brand only" or a defined limited group.

  • Explicitly exclude consequential, indirect, special, and punitive damages from the indemnity scope.

Negotiating it

A good opening

"Could we replace the open-ended trigger wording in the indemnity with a closed list of specific warranties (originality, no third-party infringement, no defamation, breach of stated warranties), and add carve-outs for materials you provide and decisions you direct? "

When to walk away

Broad indemnity scope combined with uncapped liability, no brand-caused carve-out, and extension to brand affiliates, officers, agents, and successors is a strong walk-away signal. The structure creates open-ended creator exposure to claims from parties the creator may not have any relationship with, for events the creator may not control.

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