Each side agrees to protect the other from third-party lawsuits claiming that their technology or content infringes someone else's intellectual property, and to cover any resulting damages and legal fees.
This analysis describes what Snowflake'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
The indemnification framework establishes mutual obligations to defend and compensate each other against third-party IP infringement claims, with indemnification obligations flowing in both directions; customers should assess what 'Customer Content' they upload to the platform to ensure it does not expose Snowflake (and therefore trigger reciprocal obligations) or create inbound claims.
Interpretive note: Whether the 12-month aggregate liability cap applies to indemnification obligations is not explicitly stated in the document; this interaction is a common point of ambiguity in enterprise SaaS agreements.
Changed from one-way Customer indemnification for multiple grounds to mutual IP indemnification only, significantly narrowing Customer's indemnification obligations and adding reciprocal Snowflake obligation.
View full change record →This provision requires customers to indemnify Snowflake against IP infringement claims arising from Customer Data or applications loaded onto the platform, meaning that customers bear financial responsibility for defending and paying damages in third-party IP disputes related to their own content.
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"Each party will defend the other party against any claim, demand, suit, or proceeding made or brought against the other party by a third party alleging that the indemnifying party's technology or content infringes or misappropriates such third party's intellectual property rights, and will indemnify the other party for any damages finally awarded against, and for reasonable attorney's fees incurred by, the other party in connection with any such claim.— Excerpt from Snowflake's Snowflake Terms of Service
REGULATORY LANDSCAPE: Mutual IP indemnification clauses are standard in enterprise SaaS agreements and are governed by California contract law under this agreement. There is no specific regulatory framework that mandates or prohibits the structure of these indemnification obligations, though the scope and caps applicable to indemnification may interact with the overall liability framework. GOVERNANCE EXPOSURE: Medium. The customer-facing indemnification obligation for Customer Data and Applications creates exposure for organizations that load third-party licensed data, open-source code, or content from third parties onto the platform without confirming IP ownership or license scope. The agreement does not cap the indemnification obligation separately from the general liability cap, which may create ambiguity about whether the 12-month fee cap applies to indemnification claims. JURISDICTION FLAGS: The interaction between the indemnification clause and the general liability cap should be assessed under California law. Some jurisdictions require explicit language to extend a general liability cap to indemnification obligations; without that clarity, there is a risk that indemnification exposure is uncapped. EU customers should assess whether indemnification obligations are consistent with local commercial law requirements. CONTRACT AND VENDOR IMPLICATIONS: Procurement teams should confirm whether the 12-month liability cap applies to indemnification obligations or whether indemnification is a carve-out from the cap. This is a common negotiation point in enterprise agreements. IP ownership due diligence for all data and applications loaded onto the platform is a practical prerequisite for managing this exposure. COMPLIANCE CONSIDERATIONS: Legal teams should conduct IP clearance reviews for Customer Data and Applications intended for the Snowflake platform, particularly for datasets derived from third-party sources. Contract review processes should flag any data licensing restrictions that may create inbound IP claims.
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The indemnification framework establishes mutual obligations to defend and compensate each other against third-party IP infringement claims, with indemnification obligations flowing in both directions; customers should assess what 'Customer Content' they upload to the platform to ensure it does not expose Snowflake (and therefore trigger reciprocal obligations) or create inbound claims.
This provision requires customers to indemnify Snowflake against IP infringement claims arising from Customer Data or applications loaded onto the platform, meaning that customers bear financial responsibility for defending and paying damages in third-party IP disputes related to their own content.
ConductAtlas has identified this type of provision across 2 platforms. See the full comparison.
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