INSTITUTE OF LAW, NIRMA UNIVERSITY

CONTRACT LAW – II
(2BL335)

CONTINOUS EVALUATION - III

“INDEMNITY CLAUSE”

SUBMITTED TO: - SUBMITTED BY: -

Ms. Nikita Koradia 21BBL072 Aayushi Bhargava
Assistant Professor 21BBL133 Vansh Agarwal
CONTEXT

A reputed law firm in Jaipur decides to expand its operations in the city of New Delhi. They
bought a floor in a building in Greater Kailash – II. For the construction and design of the
office, they hire a private contractor who is responsible for all the work related to the
construction and design of the office. A contract is signed between the Contractor and the
Owner of the law firm and an indemnity clause is inserted in the contract as mentioned below.

For the purpose of Indemnity Clause, definitions of few words have to be understood in order
to give meaning to the clause and they are as follows: -

“Contractor” means any person furnishing labour, material, equipment or supplying goods
for the Project that has an agreement whether oral or written, directly with the Owner or the
Supplier.

“Owner” means a person who has the necessary documents related to the acquisition of the
Project Site.

“Work” means all construction and services required to be performed by the Contractor to
fully and completely construct the Contractor’s portion of the Project.

“Subcontractor” means any person employed by the Contractor who is providing material or
labour to the Contractor for the completion of the Project.

“Project Site” means the address of the Project.

“Regulated Materials” includes materials which are corrosive, flammable, hazardous, toxic,
dangerous or harmful to the Project.
1. Indemnity
1.1. The “Contractor” shall indemnify, defend and hold harmless the “Owner” from and
against any and all injuries, claims, damages, liabilities, losses, fines, penalties,
demands, causes of action, suits, costs or expenses, including, but not limited to,
attorneys’ and professional fees and court costs, arising out of, relating to or
resulting from (1) the performance of the “Work” by, or any act or omission of, the
“Contractor”, a “Subcontractor” or anyone directly or indirectly employed by them
or anyone for whose acts they may be liable; (2) any breach of the terms of this
“Agreement”, (3) the “Contractor”, any “Subcontractor” or anyone directly or
indirectly employed by either of them or anyone for whose acts they may be liable,
bringing “Regulated Materials” onto or near the “Project Site” or adjacent sites (that
are not specified or required to be utilized to complete the “Work”) or mishandling
the “Regulated Material”; or (4) termination of any “Agreement” or agreements or
contracts.
1.2.This indemnification binds the heirs, executors, administrators and assigns of the
“Owner.”