Indemnities are one of the most uncomfortable parts of SaaS contracts.
Not because they are impossible to understand.
But because many attorneys were never taught the logic behind when an indemnity is actually the right remedy.
So negotiations often drift into instinct, precedent, or “market practice”. One side asks for an indemnity because “that’s what we always ask for". The other side refuses because “we don’t give that indemnity”.
And the discussion gets stuck.
This free 3-part training series gives you a practical framework for analyzing SaaS indemnities more clearly. You will learn how to identify the real purpose of an indemnity, how to test difficult SaaS indemnity scenarios, and how to explain your position in a way that counterparties and management can understand.
Watch this first to learn the single test that brings logic back into indemnity discussions: The Innocent Bystander Test!
Watch this second to see how the framework applies to difficult areas like customer data, data breaches, and gray-zone SaaS risks.
Watch this final video to learn how to turn your legal analysis into clear commercial reasoning that lands with counterparties and management.
By the end of the training, you will have a clearer way to answer questions like:
Should this risk be handled through an indemnity?Is the indemnified party really an innocent bystander?
Did the indemnifying party control or contribute to the risk?
Is there a better contractual remedy, such as breach of contract, warranty protection, service credits, or liability cap treatment?
How do you explain your position without sounding like you are simply refusing risk?
This is not about memorizing market positions. It is about understanding the structure behind SaaS indemnities so you can review, negotiate, and explain them with more confidence.
This training is to help you see the patterns in indemnities to assess the validity of indemnities.
Once you start applying the framework consistently, indemnities stop feeling chaotic.
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