{"ok":true,"canonical_url":"https://dealroom.so/glossary/indemnification","api_url":"https://dealroom.so/api/public/glossary/indemnification","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"indemnification","term":"Indemnification","aka":"Hold harmless","group":"Doing the deal","definition":"Indemnification is a contractual promise by one party to compensate another for losses or damages. In an acquisition, it protects the buyer from financial harm caused by seller misrepresentations or pre-closing liabilities.","what_it_means":"Your Purchase Agreement will include indemnification clauses. These protect you from undisclosed liabilities or breaches of representations and warranties by the seller. Negotiate strong indemnification provisions, often backed by an escrow or holdback, to mitigate risks discovered during due diligence.","url":"https://dealroom.so/glossary/indemnification","official_sources":[],"related":[{"slug":"escrow-holdback","term":"Escrow / holdback","url":"https://dealroom.so/glossary/escrow-holdback"},{"slug":"non-compete","term":"Non-compete","url":"https://dealroom.so/glossary/non-compete"},{"slug":"due-diligence","term":"Due diligence","url":"https://dealroom.so/glossary/due-diligence"},{"slug":"loi","term":"LOI","url":"https://dealroom.so/glossary/loi"}],"related_questions":[{"question":"What if a franchise agreement contains provisions for indemnification that concern the SBA?","url":"https://dealroom.so/for-lenders/questions/what-if-a-franchise-agreement-contains-provisions-for-indemnification-that-concern-the-sba"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Indemnification","url":"https://dealroom.so/glossary/indemnification","source_type":"DealRoom Data"}}