This article examines the adoption of indemnification clauses in research and development (R&D) contracts, in which a firm commits to reimbursing its agent against liabilities and legal costs. Indemnification achieves efficient risk sharing but dilutes the agent’s incentives to take precautions. Such incentives may be restored if the firm offers contingent indemnification and monitors the agent’s activities. Additionally, tougher competition can motivate the firm and agent to take more aggressive R&D activities, which leads to higher liability risks.