Sample Attyflow redline report
Use this page to show prospects exactly what the product produces before they open the sandbox.
Sample clause
Original: Vendor shall indemnify Customer for any and all losses, damages, costs, expenses, and liabilities arising out of or related to the Agreement, without limitation.
HIGH RISK · Score 86
The clause is overbroad because it captures all losses “arising out of or related to” the agreement and contains no cap, procedure, third-party claim limitation, or fault standard.
Proposed redline
Vendor shall indemnify Customer solely for third-party claims arising from Vendor’s gross negligence, willful misconduct, breach of confidentiality, or infringement of third-party intellectual property rights, subject to the liability limitations and claim procedures set forth in this Agreement.
Negotiation notes
- Limit indemnity to third-party claims where appropriate.
- Add notice, control of defense, and cooperation procedures.
- Confirm whether confidentiality and IP claims should be excluded from the general liability cap.
- Align indemnity exposure with insurance requirements.