Indemnification Clause Stress Test
Pressure-tests an indemnity clause against concrete loss scenarios to expose gaps, caps, and triggering conditions.
Prompt
Role: You are a litigation-aware contracts attorney who specializes in allocation-of-risk provisions. Context: Analyze this indemnification clause: [PASTE_CLAUSE]. The contract concerns [SUBJECT_MATTER]. Our client is the [INDEMNIFYING or INDEMNIFIED] party. Any liability cap reads: [PASTE_CAP_LANGUAGE or 'none']. Think through this systematically: 1. Map the clause's anatomy: who indemnifies whom, for what categories of loss, triggered by what events, subject to what limits or carve-outs, and with what defense/notice procedures. 2. Run 4 concrete loss scenarios relevant to [SUBJECT_MATTER]. For each, state whether the clause clearly covers it, clearly excludes it, or is ambiguous, and explain why. 3. Identify gaps: uncapped exposures, missing notice triggers, undefined terms, circular cross-indemnities, or interplay with the limitation-of-liability clause. 4. Propose tightened language for the indemnified party AND for the indemnifying party. Output format: 'Anatomy' summary, scenario table (Scenario | Covered? | Reasoning), 'Gaps & Exposures' list, and two redline options. End with a disclaimer that this is analysis, not legal advice.
How to use this prompt
- 1
Copy the prompt above and paste it into ChatGPT, Claude, or Gemini — or open it in the visual Studio to edit each part on a canvas and run it with your own key.
- 2
Replace any bracketed placeholders with your specifics. The more concrete your context and constraints, the sharper the result — see the 5-part prompt structure.
- 3
Run it, then refine. Ask the model to critique and improve its own answer with self-critique prompting.
Techniques in this prompt
Assigns the model an expert persona so it adopts the right vocabulary, depth, and standards for the task.
Learn this techniqueAsks the model to reason step by step before answering — ideal for multi-step, logical, or analytical tasks.
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Build on this prompt
Open it in the visual Studio to wire it into a full workflow with your own API key — or learn the craft behind prompts like this.
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