Indemnification Clauses Checklist
for Sponsored Research Agreements and Clinical Trial Agreements
Use this Checklist to analyze a Sponsor-offered indemnification clauses, determine what problems, if any, the clauses contain, and determine the editorial changes necessary to conform the clauses to the requirements of the Regents’ Rules and Regulations related to Intellectual Property. Because no two deals are identical, the best language for one transaction may not be the same as that for another transaction. If in doubt, please contact the Office of General Counsel with any questions.
There are four types of indemnifications we routinely encounter in health-related sponsored research agreements. They are listed below in order from the least comprehensive (least coverage) to the most comprehensive (most coverage):
1. Use of Results (Clause 4)
2. Sponsor Negligence (Clause 3)
3. Product Liability (Clause 12)
4. Full Indemnity (Clause 1)
A full indemnity contains language that is either broad enough to cover or expressly covers all the other possible lesser types of indemnification; similarly, the product liability and negligence indemnities expressly cover the lesser use of results indemnity. The three aspects of this Checklist are:
1. What kind of indemnification do you need? (What is the scope of coverage?)
2. Does Sponsor want the University to indemnify Sponsor?
3. What other problems unrelated to scope are posed by a Sponsor-offered clause?
Please open or print the following sample clauses for this Checklist: Indemnification Sample Clauses.
Please check the boxes below if the answer to the question is YES.
Please direct questions or comments regarding this page to BethLynn Maxwell.
Last Updated: September 25, 2011