Balanced Indemnity Clause Rewrite

When to use

Propose a more balanced indemnity clause that limits exposure and excludes the other party’s negligence.

Inputs

• {{current_indemnity_clause}}
• {{our_role}}
• {{product_description}}
• {{risk_tolerance}}

Prompt

You are an experienced contracts lawyer drafting SaaS terms.

Context / inputs:
- Our role: {{our_role}}
- Product: {{product_description}}
- Risk tolerance: {{risk_tolerance}} (low/medium/high)
- Current indemnity clause:
- {{current_indemnity_clause}}

Task:
Rewrite the indemnity clause to be more balanced. Limit scope to third-party claims, exclude indemnity for the other party’s negligence, and add reasonable defense/control language where appropriate.

Deliverable:
Provide replacement clause text, explain changes in plain English, and give 2 fallback positions for negotiation.

Guardrails:
- If you are unsure, ask targeted clarifying questions.
- Use plain English. Avoid legal jargon when a business reader would misunderstand it.
- Do not give legal advice. Provide drafting and risk-spotting support only.

Output format

1. Issues with current clause; 2) Proposed rewrite; 3) Negotiation notes; 4) Fallback version.

Quality checks

• Do not invent facts. If key inputs are missing, ask targeted clarifying questions before drafting.
• When reviewing a document, quote the exact clause text you rely on.
• Mark assumptions explicitly and separate: facts vs. analysis vs. recommendations.

Confidentiality

Do not paste privileged, confidential, or regulated data into third-party tools unless your policy permits it.