Indemnity Clause Guide for Design Professionals

To the fullest extent permitted by law, Designer shall defend (with counsel of Owner’s choice), indemnify, save and hold harmless Owner and its agents, representatives, partners, joint venturers, servants, officials, lenders, officers, directors, employees, parents, affiliates, shareholders, subsidiaries, successors and assigns, from and against any and all claims, damages, losses, liabilities, costs or expenses, including but not limited to attorneys’ fees and all costs of litigation, of whatsoever kind or nature, that any Indemnitees may suffer, directly or indirectly, in any manner arising out of or in connection with, or allegedly arising out of or in connection with, Designer’s services, any act or omission of Designer, or Designer’s breach of this Agreement, or failure to perform this Agreement, regardless of any negligence, act or omission of Owner, and regardless of whether or not Designer is in any way negligent.

Once “defend” is removed, the remaining obligation should stand on its own. Notice that the clause above, which is a fair representation of clauses that we see regularly, requires the Designer to “indemnify, save and hold harmless Owner”. The single word indemnify already covers the architect’s responsibility to reimburse the owner for losses, damages, or legal fees if those costs result from the architect’s negligence. Many owner-drafted clauses pile on extra verbs like “save” and “hold harmless,” which add length but no real clear meaning. They just make the clause longer and harder to interpret.
Removing those extras, and keeping only the word indemnify makes the provision cleaner, easier to understand, and more consistent with how insurers and courts read these clauses. It avoids confusion and helps ensure that your contract obligations match what your insurance actually covers.

To the fullest extent permitted by law, Designer shall defend (with counsel of Owner’s choice), indemnify, save and hold harmless Owner and its agents, representatives, partners, joint venturers, servants, officials, lenders, officers, directors, employees, parents, affiliates, shareholders, subsidiaries, successors and assigns, but only those who are identified pre-loss (“Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses, including but not limited to attorneys’ fees and all costs of litigation, of whatsoever kind or nature, that any Indemnitees may suffer, directly or indirectly, in any manner arising out of or in connection with, or allegedly arising out of or in connection with, Designer’s services, any act or omission of Designer, or Designer’s breach of this Agreement, or failure to perform this Agreement, regardless of any negligence, act or omission of Owner, and regardless of whether or not Designer is in any way negligent.

The next issue in many owner-drafted clauses is the ever-growing list of people you’re asked to indemnify. A fair provision might cover the Owner and its lenders, officers, directors, employees, successors, and assigns. But too often the list expands to include agents, representatives, partners, officials, parents, affiliates, or shareholders — and, if you’re not careful, your mother’s college roommate and your uncle’s fishing buddy. (That was a lawyer joke, proof that indemnity clauses aren’t the only things that can go too far.)
Each added category increases your exposure, sometimes to people you’ve never met, who had nothing to do with the work, or who might not even exist. A safer approach is to keep the list limited to the Owner and any other parties the Owner specifically identifies before any loss occurs. That “pre-loss” qualifier matters because it defines who is protected before a claim arises, not after the fact when it’s too late to adjust coverage. Naming indemnitees up front keeps your risk defined, your insurance aligned, and your promise clear.

To the fullest extent permitted by law, Designer shall defend (with counsel of Owner’s choice), indemnify, save and hold harmless Owner and its agents, representatives, partners, joint venturers, servants, officials, lenders, officers, directors, employees, parents, affiliates, shareholders, subsidiaries, successors and assigns, but only those who are identified pre-loss (“Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses, including but not limited to attorneys’ fees and all costs of litigation, of whatsoever kind or nature, that any Indemnitees may suffer, directly or indirectly, in any manner arising out of or in connection with, or allegedly arising out of or in connection with, Designer’s services, any act or omission of Designer, or Designer’s breach of this Agreement, or failure to perform this Agreement, regardless of any negligence, act or omission of Owner, and regardless of whether or not Designer is in any way negligent.

Indemnity clauses often overflow with vague amplifiers such as “any and all claims,” “including but not limited to,” and “in any manner.” These phrases may look like harmless language that is only aimed at making the indemnity clause more comprehensive, but they are legally fuzzy and often uninsurable.
Professional liability insurance only covers claims that arise from professional services — things like errors or omissions in design, drawings, specifications, or other professional judgments. It does not cover every type of loss or claim that might happen on a project. The amplifiers (e.g., “any and all” and “in any manner”) could stretch your indemnity obligations so far that it can reach issues unrelated to your professional services. A clearer approach is to cut that surplus language and use direct terms that reflect the actual risks your insurance is meant to cover. Precision—not volume—makes the clause stronger and easier to defend.

To the fullest extent permitted by law, Designer shall defend (with counsel of Owner’s choice), indemnify, save and hold harmless Owner and its agents, representatives, partners, joint venturers, servants, officials, lenders, officers, directors, employees, parents, affiliates, shareholders, subsidiaries, successors and assigns, but only those who are identified pre-loss (“Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses, including but not limited to attorneys’ fees and all costs of litigation, of whatsoever kind or nature, that any Indemnitees may suffer, directly or indirectly, in any manner arising out of or in connection with, or allegedly arising out of or in connection with, Designer’s services, any act or omission of Designer, or Designer’s breach of this Agreement, or failure to perform this Agreement, regardless of any negligence, act or omission of Owner, and regardless of whether or not Designer is in any way negligent.

When it comes to money, precision counts. If you’re ever found liable to the Owner, your professional liability insurer’s only role will be to write a check. With that in mind, it’s best to limit your indemnity obligations to the types of losses your insurance is designed to cover—monetary damages that can be fixed with a payment, not broader promises to take responsibility for things outside your professional services.
To achieve this goal, the cleanest phrasing is something like “claims, damages, losses, costs, or expenses (including reasonable attorneys’ fees and costs).” These are all things that can be compensated by writing a check. That’s enough.
The word “liabilities” muddies things, often pulling in penalties and other uninsurable obligations that don’t belong in a professional services contract. Also pay attention to small words that carry big consequences, such as, for example,“all costs of litigation.” Together, they edge you back toward a defense duty, meaning you could end up covering the Owner’s legal bills from day one. Dropping those phrases confirms that your indemnity covers only reasonable attorneys’ fees and costs after a claim is resolved or fault established, keeping your obligation insurable and fair.

To the fullest extent permitted by law, Designer shall defend (with counsel of Owner’s choice), indemnify, save and hold harmless Owner and its agents, representatives, partners, joint venturers, servants, officials, lenders, officers, directors, employees, parents, affiliates, shareholders, subsidiaries, successors and assigns, but only those who are identified pre-loss (“Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses, including but not limited to attorneys’ fees and all costs of litigation, of whatsoever kind or nature, that any Indemnitee ( s ) may suffer as a result of a third party’s claim against the Indemnitee, directly or indirectly, in any manner arising out of or in connection with, or allegedly arising out of or in connection with, Designer’s services, any act or omission of Designer, or Designer’s breach of this Agreement, or failure to perform this Agreement, regardless of any negligence, act or omission of Owner, and regardless of whether or not Designer is in any way negligent.

Indemnity should apply only to claims made by third parties against the owner, not to the owner’s internal costs or business losses. Adding language that limits indemnity to third-party claims keeps that boundary clear. Without it, you could end up paying for the owner’s project management expenses or internal disputes, even when no outside claim exists. After all, indemnity is meant to shift external risk, not to subsidize the owner’s operations.

To the fullest extent permitted by law, Designer shall defend (with counsel of Owner’s choice), indemnify, save and hold harmless Owner and its agents, representatives, partners, joint venturers, servants, officials, lenders, officers, directors, employees, parents, affiliates, shareholders, subsidiaries, successors and assigns, but only those who are identified pre-loss (“Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses, including but not limited to attorneys’ fees and all costs of litigation, of whatsoever kind or nature, that any Indemnitee ( s ) may suffer as a result of a third party’s claim against the Indemnitee, directly or indirectly, in any manner arising out of or in connection with, or allegedly arising out of or in connection with, but only to the extent caused by the negligent acts or omissions of Designer, Designer’s services, any act or omission of Designer, or Designer’s breach of this Agreement, or failure to perform this Agreement, regardless of any negligence, act or omission of Owner, and regardless of whether or not Designer is in any way negligent.

It’s always important to limit what triggers your indemnification obligations. Many owner-drafted provisions use words like “arising out of” to connect your work to the owner’s losses, creating an overly broad and often uninsurable obligation. A clearer, fairer approach is to replace these types of phrases with “but only to the extent caused by the negligent acts or omissions of the Designer.” That change ties your responsibility directly to your own professional conduct and limits it to the portion of loss actually caused by your negligence (which is exactly what insurance is meant to cover). It also reflects how insurers evaluate claims: accountability should match fault, not extend beyond it.

To the fullest extent permitted by law, Designer shall defend (with counsel of Owner’s choice), indemnify, save and hold harmless Owner and its agents, representatives, partners, joint venturers, servants, officials, lenders, officers, directors, employees, parents, affiliates, shareholders, subsidiaries, successors and assigns, but only those who are identified pre-loss (“Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses, including but not limited to attorneys’ fees and all costs of litigation, of whatsoever kind or nature, that any Indemnitee ( s ) may suffer as a result of a third party’s claim against the Indemnitee, directly or indirectly, in any manner arising out of or in connection with, or allegedly arising out of or in connection with, but only to the extent caused by the negligent acts or omissions of Designer which rise to a level of a violation of the Standard of Care, in Designer’s performance of professional services under this Agreement, any act or omission of Designer, or Designer’s breach of this Agreement, or failure to perform this Agreement, regardless of any negligence, act or omission of Owner, and regardless of whether or not Designer is in any way negligent.

Every indemnity clause should align with the same professional benchmark that governs all your work: the Standard of Care. Adding the phrase “which rise to a level of a violation of the Standard of Care, in Designer’s performance of professional services under this Agreement” keeps indemnity focused on what professional liability insurance actually covers—negligence, not perfection. This change limits indemnity to situations where your conduct truly falls below that standard, while deleting redundant language like “any act or omission of Designer” to prevent overreach. The result is an obligation that mirrors your real duty as a design professional, which is to perform services with the ordinary skill and care expected under similar circumstances.

To the fullest extent permitted by law, Designer shall defend (with counsel of Owner’s choice), indemnify, save and hold harmless Owner and its agents, representatives, partners, joint venturers, servants, officials, lenders, officers, directors, employees, parents, affiliates, shareholders, subsidiaries, successors and assigns, but only those who are identified pre-loss (“Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses, including but not limited to attorneys’ fees and all costs of litigation, of whatsoever kind or nature, that any Indemnitee ( s ) may suffer as a result of a third party’s claim against the Indemnitee, directly or indirectly, in any manner arising out of or in connection with, or allegedly arising out of or in connection with, but only to the extent caused by the negligent acts or omissions of Designer which rise to a level of a violation of the Standard of Care, in Designer’s performance of professional services under this Agreement, any act or omission of Designer, or Designer’s breach of this Agreement, or failure to perform this Agreement, regardless of any negligence, act or omission of Owner, and regardless of whether or not Designer is in any way negligent.

Generally, it is best to not conflate indemnity with a breach of the agreement. Some owner-drafted clauses include the phrase “for Designer’s breach of this Agreement,” which turns ordinary contract issues into indemnity claims. That language stretches well beyond what professional liability insurance is intended to cover. Limiting indemnity to negligence keeps the clause fair, insurable, and focused on professional mistakes—not on general performance disputes.

To the fullest extent permitted by law, Designer shall defend (with counsel of Owner’s choice), indemnify, save and hold harmless Owner and its agents, representatives, partners, joint venturers, servants, officials, lenders, officers, directors, employees, parents, affiliates, shareholders, subsidiaries, successors and assigns, but only those who are identified pre-loss (“Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses, including but not limited to attorneys’ fees and all costs of litigation, of whatsoever kind or nature, that any Indemnitee ( s ) may suffer as a result of a third party’s claim against the Indemnitee, directly or indirectly, in any manner arising out of or in connection with, or allegedly arising out of or in connection with, but only to the extent caused by the negligent acts or omissions of Designer which rise to a level of a violation of the Standard of Care, in Designer’s performance of professional services under this Agreement, any act or omission of Designer, or Designer’s breach of this Agreement, or failure to perform this Agreement, regardless of any negligence, act or omission of Owner, and regardless of whether or not Designer is in any way negligent. Only to the extent prohibited by law, the Designer’s indemnification obligations shall not extend to the liability of an Indemnitee arising out of that Indemnitee’s own negligence.

Most states have laws that limit how far indemnity can go. These types of laws are known as Anti-Indemnity Acts. In Illinois, for example, the Construction Contract Indemnification for Negligence Act (740 ILCS 35/1) makes it unenforceable for one party to be indemnified for its own negligence. The rationale is simple: each party should remain responsible for its own mistakes. If contracts allowed one party to shift the cost of its negligence to another, there would be little incentive to act safely and carefully.
Because these laws vary across the country, it’s important to confirm what applies in the state where your project is located. Including language that acknowledges the applicable clause can help keep it enforceable and consistent with public policy. For questions about how indemnity rules work in your state, consider consulting a licensed attorney familiar with local construction law.

To the fullest extent permitted by law, Designer shall indemnify Owner and its lenders, officers, directors, employees, successors and assigns, but only those who are identified pre-loss (“Indemnitees”), from and against claims, damages, losses, costs or expenses, including attorneys’ fees and costs, that any Indemnitee(s) may suffer as a result of a third party’s claim against the Indemnitee, but only to the extent caused by the negligent acts or omissions of Designer which rise to a level of a violation of the Standard of Care, in Designer’s performance of professional services under this Agreement. Only to the extent prohibited by law, the Designer’s indemnification obligations shall not extend to the liability of an Indemnitee arising out of that Indemnitee’s own negligence.

When drafted carefully, an indemnity clause can protect everyone involved. This version limits the Designer’s exposure to actual negligence, keeps the Owner’s coverage intact, and aligns the contract with how insurance works in practice. It replaces vague, risky language with clear terms that reflect fairness and common sense—each party is responsible for its own actions, and both can move forward knowing the contract supports that balance.