What is the best way to respond to a vendor email saying they cannot change the agreement to reflect a mutual indemnification? I see this as a dealbreaker, is there a workaround? Tips on a response email…

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Depends on the nature of the agreement but in the right situations I have agreed to forgo an indemnity if they were willing to remove limitation of liabilty for the types of claims as issue for the indemnification.

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I’m having this exact issue and it’s a massive vendor. They say that mutual indemnification isn’t standard in my case but I can’t grasp why. I struggle with what is standard in indemnification provisions. Any good resources anyone recommends?

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Sounds like it’s time to schedule a call.

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Apparently their legal team does not work with external partners (makes no sense to me). So I’ve been asked to reply in an email..

In addition to the good advice above, you could try and separate out the indemnification obligations in case there’s one category they don’t like (breach of confidentiality, for example).

How much leverage do you have

Look at their competitors’ contracts. Make sure you’re not butting up against industry standards. Also take a look at what rights you have at law. Indemnity is not the same as insurance and vendors don’t accept unlimited liability for the much smaller purchase price.

Tell them fine, no require that indemnification is mutual. Here is the clause to indemnify us.

If they’re your vendor and you are paying them let them know that you are unable to take on risk just because you are purchasing their goods/services. You are simply asking them to be responsible for what is in their control.

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