Structuring Indemnification Provisions in Business Associate Agreements: Allocating Risk in Healthcare Contracting

Recording of a 90-minute CLE webinar with Q&A

Conducted on Wednesday, June 6, 2018

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to healthcare counsel for determining whether and when to include indemnification provisions in business associate agreements (BAAs). The panel will offer best practices for negotiating indemnification provisions.


Many covered entities and business associates consider indemnification critical. Business associates are directly liable under HIPAA, and covered entities view indemnification provisions as additional protection and business associates use them to allocate or mitigate their risk.

Not all BAAs include indemnification provisions and those that do contain such clauses vary. Before deciding whether to include or exclude and before drafting the language, healthcare counsel must weigh various considerations. For example, will such a provision adversely impact insurance coverage, limit liability or unfairly shift costs? When designing indemnification provisions, counsel should consider whether state law will give rise to equitable indemnity without them, whether a court will interpret a unilateral provision as reciprocal, and whether the provision provides essential controls if breach notification issues arise.

Listen as our authoritative panel of healthcare attorneys discusses whether and when to include indemnification provisions in BAAs, and the factors counsel should consider when making that determination. The panel will offer best practices for negotiating and structuring those provisions.



  1. Whether and when to include indemnification provisions
  2. Considerations when determining whether to include indemnification provisions in a BAA
  3. Best practices for negotiating and structuring indemnification provisions


The panel will review these and other high priority issues:

  • What factors should counsel consider when determining if an indemnification provision is appropriate for a BAA?
  • What approaches should counsel use to protect a client’s interests when negotiating an indemnification provision?
  • What are best practices for counsel when structuring indemnification provisions in BAAs?


Gold, Kim
Kimberly J. Gold

Senior Counsel
Norton Rose Fulbright US

Ms. Gold is a healthcare and privacy lawyer focusing on transactional, regulatory, data privacy and cybersecurity...  |  Read More

Rostolsky, Brad
Brad M. Rostolsky

Reed Smith

Mr. Rostolsky assists hospitals on arrangements with physicians, such as joint ventures, physician recruitment,...  |  Read More

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