Indemnification clauses are among the highest-risk provisions found in CRNA employment, PRN, locum tenens, and 1099 independent contractor agreements. These clauses can legally obligate a CRNA to pay for a facility’s or anesthesia group’s legal costs, settlements, or damages tied to a claim. The risk is not the existence of indemnification language itself, but how broadly it is written and whether it shifts responsibility beyond what malpractice insurance is designed to cover.

Most indemnification problems do not surface until a claim is filed. By that point, contract language—not intent—determines who pays.

What an Indemnification Clause Actually Does

An indemnification clause assigns financial responsibility when something goes wrong. In practical terms, it may require a CRNA to reimburse the facility or anesthesia group for losses connected to a claim, including attorney fees, settlements, judgments, and defense-related costs. Many clauses also include “hold harmless” language intended to shift organizational risk onto the clinician.

Why Indemnification Matters in Anesthesia Practice

Anesthesia is a high-acuity specialty where adverse outcomes can involve multiple parties. Facilities, anesthesia groups, physicians, and CRNAs are frequently named in the same lawsuit. Poorly drafted indemnification clauses can attempt to place disproportionate financial responsibility on a single clinician, regardless of actual fault.

Hidden Risks CRNAs Commonly Overlook

1) Shifting Liability (“Indemnify, Defend, Hold Harmless”)

Some clauses require the CRNA to indemnify, defend, and hold harmless the employer. In practice, this can shift the employer’s legal exposure onto the CRNA—even when the facility’s systems, staffing, supervision, or policies contributed to the event.

2) Defense Costs and Attorney Fees

Clauses that include a duty to defend may require the CRNA to pay attorney fees, expert witness costs, and court expenses, sometimes regardless of outcome. Defense costs alone can become financially significant long before liability is determined.

3) Contractual Liability Not Covered by Insurance

Most malpractice policies exclude liability assumed under contract. If an indemnification clause expands responsibility beyond professional negligence, the CRNA may face out-of-pocket exposure even when malpractice insurance is in place.

4) Broad-Form Language (“In Whole or in Part,” “Arising Out Of”)

Broad clauses using phrases like “in whole or in part” or “arising out of services” can be interpreted expansively. This language may create exposure even when the CRNA’s role in the event was minimal.

How Indemnification Interacts With Malpractice and Tail Coverage

Malpractice insurance and indemnification address different risks. Malpractice coverage is governed by policy terms, exclusions, and limits. Indemnification is a contractual obligation that can extend liability beyond those boundaries.

Indemnification issues often intersect with tail coverage, especially in claims-made arrangements. Contracts that are unclear about post-employment obligations can leave CRNAs exposed long after leaving a position.

Work Models Where Indemnification Risk Is Higher

• W-2 employment: Often standardized, but indemnification language still appears and should be reviewed.
• PRN agreements: Coverage responsibility and contract terms vary widely by facility.
• Locum tenens: Agency coverage may exist, but contracts can still shift risk.
• 1099 / independent contractor: Broad, one-sided indemnification clauses are far more common.

How CRNAs Commonly Protect Themselves

Make Indemnification Mutual

Mutual indemnification—where each party is responsible for its own negligence—is generally more balanced and limits disproportionate risk transfer.

Limit Scope to Personal Conduct

When possible, limit indemnification to claims caused by the CRNA’s own actions rather than extending responsibility to facility operations, staffing, supervision, or equipment.

Use “To the Extent Caused By” Language

This language aligns responsibility with comparative fault and narrows overly broad obligations.

Confirm Insurance Alignment

Indemnification language should be reviewed alongside malpractice policy terms to identify exclusions or gaps.

Clarify Defense Obligations

Pay close attention to who controls defense, selects counsel, and pays legal costs when multiple parties are involved.

Practical Checklist for CRNAs

• Does the clause require indemnifying the facility for its own negligence?
• Is there a duty to defend or pay attorney fees?
• Does it apply to claims “arising out of” services or only those “caused by” the CRNA?
• Does it include “in whole or in part” language?
• Is indemnification mutual or one-sided?
• Do obligations exceed malpractice policy limits or exclusions?
• Do obligations survive contract termination?

This content is provided for general educational purposes only and is not intended as personalized financial, insurance, or legal advice. Contract enforceability and risk allocation vary by state and circumstance. CRNAs should review agreements with qualified legal and insurance professionals before signing.