Indemnification clause sample for contractors

Contractor ’s Indemnity. A properly worded indemnification clause is critical to reducing risk in a construction contract. An indemnification clause may include any, or all, of three distinct obligations , including to (1) indemnify, (2) defend , and ( 3) hold harmless the client.

Indemnify means to reimburse your client following a loss. It is essential that the agreement itself describes the types of losses being covere including legal fees. Some states do not favor indemnity agreements and present limitations to indemnity clauses in construction contracts.

Can any agreement include an indemnification clause? What is an indemnity clause in a construction contract? What does that indemnification clause mean in your contract? See full list on utsystem.

This indemnity is for use in materials transfer agreements, University transferring. This paragraph adds obligations concerning notification and defense of claims and cooperation. It may be added to any indemnification upon Sponsor’s request or at the discretion of the component.

Both parties agree that upon receipt of a notice of claim or action arising out of the activities to be carried out pursuant to the project described in Attachment A, the party receiving such notice will notify the other party promptly. This agreement is between Indemnitor and The Title Group only and is not intended to be, nor shall it be construed as being, for the benefit of any third party or parties. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

An indemnification provision, also known as a hold harmless provision, is a clause used in contracts to shift potential costs from one party to the other. In a mutual indemnification , both parties agree to compensate the other party for losses arising out of the agreement to the extent those losses are caused by the indemnifying partys breach of the contract. Sponsor agrees, at its own expense, to provide attor. In a one-way indemnification , only one party provides this indemnity in favor of the other party. The primary benefit of an indemnification provision is to protect the indemnified party against losses from third party claims related to the contract.

Indemnification provisions are generally heavily negotiated (and often heavily litigated) clauses. They are typically used in agreements where the risks associated with a partys non-performance, breach, or misconduct are high. For example, agreements that involve the sale of intellectual property rights often include an indemnification by the seller in order to protect the buyer against the potentially large liability associated with an infringement lawsuit by a third party. The following is an example of a basic mutual indemnification provision. Remember, any indemnity must be tailored to your specific needs.

Lets say you commission a writer to prepare a speech for you on a work- for -hire basis. Instead of delivering an original speech as promised under the contract, the writer incorporates passages from a speech by another person who then sues you for copyright infringement, claiming that his intellectual property was exploited without his consent. Your agreement with the writer includes a representation and warranty that the work product provided under the contract is original. It also has a standard indemnification provision that promises to hold you harmless from any losses or damages, including attorney fees, incurred as a result of any breach of the agreement. Pursuant to the indemnity, the writer would be obligated to handle the legal defense related to the other writers intellectual property infringement lawsuit against you and cover all of the losses and expenses you incur as a result of the infringement claim.

You would want to include additional language depending on your circumstances. For example, an indemnification can be limited to specific third party claims (such as those related to a breach of warranty), or restricted to only those situations where a lawsuit has been filed or a final judgment has been rendered. If you are the party providing the indemnification , you will want to make sure the clause is as narrowly tailored as possible to protect against the specific risk it is intended to protect against.

There are certain exceptions however. Certain states also prohibit indemnification provisions that provide for punitive damages. Check all applicable laws before drafting an indemnity. Additionally, courts have commonly held that a plaintiff may not recover damages under an indemnity clause to the extent that the damages are an unforeseeable and improbable outcome of the other partys breach, negligence, or misconduct (unless it can be shown that the indemnifying party had knowledge of the relevant circumstances). They should be broad enough to sufficiently address the parties concerns, yet reasonable and equitable in all respects so that their enforceability is not called into question.

Search info on Wanted. This type of agreement works by protecting the contractor under one particular trade or series of events as explained below. They help to manage liability and mitigate risks. In this article, we will discuss what indemnification clauses are, how they work, and issues to look out for.

To the fullest extent permitted by law, ProjectCompany agrees to indemnify, hold harmless, protect, and defend Indemnitees from and against any and all Claims whether. INDEMNIFICATION CONTRACT CLAUSES. BACKGROUND Of all the contract clauses in professional services agreements, indemnification clauses have the most significant liability implications. Indemnity is an agreement to assume liability in the event of a loss, and the assumption of liability involves the shifting of risk from one party to another. A consulting agreement indemnification clause is an important concept to be aware of if you own a business and find yourself entering into a contract with a consultant.

Consultant is capped at whatever limitations of liability have been negotiated into the contract in other clauses. In summary, educate your client to understand that your insurance will not cover you or provide any benefits to the client for costs you agree to incur that arise out of anything other than your. This sample agreement of indemnification can now be downloaded for free.

Learn what are the clauses of an indemnification bond. Learn where gaps are to be left for the concerned parties to fill from this template. Download to get an idea on indemnification agreements as a whole from tthis sample now!

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