Let’s have an example. Supposing you are assigned to research songs for a radio airplay/programming; you surf the internet and shop for possible good songs that fits your station audience.

Your boss or your guidebook “so you want to start a career in commercial FM station?” always gives strong advice not to download songs from the internet and use it for your radio station (because the owner of the website may not have the “publishing” rights to license the songs to you).

However, you might notice things have started to change and almost everything has been conducting business online including commercial banks, so why would you not try surfing for good songs in the internet?

Then you stumble into a site which has songs in it that you really like, you then start downloading each of those, and read their terms of agreement. In their terms of agreement, you might read this “indemnification clauses”:

“Licensor shall indemnify and hold the licensee harmless from any and all claims, liabilities and costs, losses, damages or expenses (including attorney’s fees) arising from any third party claim directly relating to the music composition and the underlying master recordings.”

Now the question, is it fair? The answer is yes. The licensee (owner of the website which might be the publisher but you still need to double check they are), assures that if ever you are brought into a lawsuit because of copyright infringement; the licensee will answer for it in behalf of you.

As stated in the above indemnification clauses, you are harmless from any claims. In short, when that contract is secured, you will be protected by any lawsuit arising from the use of those songs. You just have to make sure the licensing agreement contains that indemnification clause.

Feeling still confused? The best way is to consult an entertainment lawyer. The lawyers will double check whether the indemnification clause suits your need, unfair or irrelevant.

Some indemnification clause I have noticed is unfair, beware if you see these lines in the employee-employer agreement. This indemnification clause for me is what classifies a “shark” employer:

“The employee shall indemnify and hold the employer harmless from any and all claims, liabilities and costs, losses, damages or expenses (including attorney’s fees) arising from the normal conduct of work.”