{"ok":true,"canonical_url":"https://dealroom.so/glossary/indemnification-agreement","api_url":"https://dealroom.so/api/public/glossary/indemnification-agreement","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-agreement","term":"Indemnification agreement","group":"Doing the deal","definition":"A contract where one party agrees to compensate another for certain losses or damages. This protects you from financial repercussions caused by issues arising from the seller's period of ownership.","what_it_means":"This agreement is critical. It defines what the seller will cover if problems emerge post-closing that relate to their time owning the business, like undisclosed liabilities or tax issues. Negotiate indemnification carefully to ensure adequate protection and survival periods.","url":"https://dealroom.so/glossary/indemnification-agreement","official_sources":[],"related":[{"slug":"escrow-holdback","term":"Escrow / holdback","url":"https://dealroom.so/glossary/escrow-holdback"},{"slug":"closing-condition","term":"Closing condition","url":"https://dealroom.so/glossary/closing-condition"},{"slug":"due-diligence","term":"Due diligence","url":"https://dealroom.so/glossary/due-diligence"},{"slug":"litigation","term":"Litigation","url":"https://dealroom.so/glossary/litigation"}],"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"},{"question":"How does the purchase agreement structure affect an SBA partner buyout?","url":"https://dealroom.so/sba-7a/questions/how-does-the-purchase-agreement-structure-affect-an-sba-partner-buyout"},{"question":"How does an operating agreement impact an SBA partner buyout loan?","url":"https://dealroom.so/sba-7a/questions/how-does-an-operating-agreement-impact-an-sba-partner-buyout-loan"},{"question":"What happens if the seller terminates the purchase agreement mid-process?","url":"https://dealroom.so/sba-7a/questions/what-happens-if-the-seller-terminates-the-purchase-agreement-mid-process"},{"question":"What are the specific conditions for an acceptable full standby agreement?","url":"https://dealroom.so/for-lenders/questions/what-are-the-specific-conditions-for-an-acceptable-full-standby-agreement"},{"question":"When does a shared resource agreement create affiliation for SBA size standard calculations?","url":"https://dealroom.so/for-lenders/questions/when-does-a-shared-resource-agreement-create-affiliation-for-sba-size-standard-calculation"}]},"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 agreement","url":"https://dealroom.so/glossary/indemnification-agreement","source_type":"DealRoom Data"}}