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The agreement establishes mutual indemnification obligations: Harvey indemnifies customers for intellectual property infringement claims arising from the Service when used in accordance with the Terms, and customers indemnify Harvey for third-party claims arising from their Input or Customer Data. Carve-outs apply where infringement results from customer-provided materials or customer Input or Customer Data violating the Terms.
This analysis describes what Harvey AI's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision allocates third-party claim risk between the parties based on the source of the allegedly infringing or harmful content. The customer's indemnification obligation for claims arising from Input and Customer Data is operationally significant for legal sector customers who may submit client materials, third-party documents, or privileged content to the Service.
Under this clause, customers are contractually obligated to defend and indemnify Harvey against third-party claims arising from the customer's Input or Customer Data submitted to the Service. Harvey's indemnification obligation for IP infringement applies only when the Service is used in accordance with the Terms and Documentation.
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"Harvey will defend You against any claim by a third party alleging that the Service, when used in accordance with these Terms and the Documentation, infringes any intellectual property right of such third party and will indemnify You for any damages, costs, and, if applicable, attorneys' fees finally awarded against You or agreed in settlement by us resulting from such claim. You will defend Harvey against any claim by a third party arising from or relating to: (i) Your Input or (ii) Your Customer Data. You will indemnify Harvey for any damages, costs, and, if applicable, attorneys' fees finally awarded against Harvey or agreed in settlement by You resulting from such claim.Excerpt from Harvey AI's Terms of Service
(1) REGULATORY LANDSCAPE: Indemnification obligations engage general commercial contract law under the applicable governing law (California for non-EEA/UK; England and Wales for EEA/UK customers). Where Customer Data includes personal data of third parties, data protection regulations including GDPR may independently impose liability on the customer as a data controller for unlawful processing, which is separate from the contractual indemnification structure. (2) GOVERNANCE EXPOSURE: Medium. The customer indemnification obligation for Input and Customer Data claims is broad in scope and could implicate claims arising from third-party intellectual property in customer-submitted documents, client data, or legal materials submitted for analysis. Customers in the legal sector should assess whether professional responsibility rules or privilege considerations affect the scope of what may be submitted as Input or Customer Data. (3) JURISDICTION FLAGS: EEA customers should assess whether the indemnification structure is consistent with GDPR liability allocation between controller and processor, particularly if Harvey is acting as a data processor under the DPA. Some EU member states impose statutory limitations on indemnification obligations in commercial contracts. (4) CONTRACT AND VENDOR IMPLICATIONS: The indemnification carve-out for Output resulting from Input or Customer Data that the customer knew or reasonably should have known was likely to lead to infringing Output creates a negligence-adjacent standard that procurement teams should assess when defining acceptable use policies for the platform. The settlement consent requirement, under which neither party may settle a claim that binds the other party without prior written consent, is a standard commercial protection but requires operational procedures for claim management. (5) COMPLIANCE CONSIDERATIONS: Legal teams should establish internal policies governing the types of third-party materials that may be submitted as Input or Customer Data, and assess whether the indemnification exposure is adequately covered by existing errors and omissions or professional liability insurance.
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This provision allocates third-party claim risk between the parties based on the source of the allegedly infringing or harmful content. The customer's indemnification obligation for claims arising from Input and Customer Data is operationally significant for legal sector customers who may submit client materials, third-party documents, or privileged content to the Service.
Under this clause, customers are contractually obligated to defend and indemnify Harvey against third-party claims arising from the customer's Input or Customer Data submitted to the Service. Harvey's indemnification obligation for IP infringement applies only when the Service is used in accordance with the Terms and Documentation.
No. ConductAtlas is an independent monitoring service. We are not affiliated with, endorsed by, or sponsored by Harvey AI.