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Indemnification Clause: Meaning & Samples (2022)
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Indemnification clauses, also known as hold harmless agreements, transfer the
liability of one party’s action away from the other. They can include mutual Las Vegas Contract Lawye
indemnification clauses and one-sided indemnification clauses. Los Angeles Contract Lawy
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They can also define specific terms such as:
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Several industries and entities use indemnification clauses. They help individuals
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and businesses establish the terms surrounding the responsibility of another’s
activities.
Indemnification Clauses in Construction Quick, user friendly and
better ways I've come ac
Indemnification clauses in construction are prevalent, especially since there’s
ahold of lawyers willing t
heavy use of contractors and subcontractors. One party won’t get blamed for
clients.
another’s craftsmanship or warranty. Read more about indemnity clauses in
View Trustpilot Re
construction here.
Here is an article on Construction Lawyers and how they help their clients.
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5/12/23, 9:53 AM Indemnification Clause: Meaning & Samples (2022)

Indemnification Clauses in Partnerships

Contracts Counsel was
Indemnification clauses in partnerships prevent the personal actions of one
helpful and easy to use. I
partner from affecting the other. This insulation applies to financial and legal
project for a lawyer's help
decisions while allowing the business to continue operations. I had received over 6 pro
qualified lawyers. I subm
Indemnification Clauses in Insurance that works best for my b
we went forward with t
Insurance policies are a common example of one party indemnifying another.
When you purchase an insurance policy, the company essentially agrees to View Trustpilot Re

indemnify the policy holder, or another party, against any damages that may
occur.

Purpose of Indemnification Clause

I never knew how difficu
The entire purpose of an indemnification clause is to protect one party from the
obtain representation or a
other’s liabilities. Although indemnification clauses are used by and between
ContractsCounsel was E
business associates, there are still limitations regarding how much responsibility type of service I was hopi
one should take for another. Indemnification clauses set these limits. was in a pinch. Working
service was efficient, eff
Here is an article that goes further into indemnity clauses. made me feel in control. T
much and should I ever n
services down the road, I'l
Indemnification Clause Examples a repeat custom

Indemnification clauses are used frequently in the real world. Below are some View Trustpilot Re

examples as to when an indemnity clause would be used in a contract or

situation to protect the party beng indemnified:

Example 1: A service provider asking their customer to indemnify them to

protect against misuse of their work product.
I got 5 bids within 24h of
Example 2: A rental car company, as the rightful owner of the car, having project. I choose the pe
their customer indemnify them from any damage caused by the customer provided the most det
during the course of the retnal. relevant intro letter, highl
experience relevant to m
Example 3: A homeowner having a subcontractor sign an indemnity clause am very satisfied with th
in case the subcontractor hurts themselves at the home. and quality of the two a
that were produced, they
exceed my expecta
Indemnification Clause Samples
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Sample 1 – From Master Services Agreement:

Operator Indemnification. To the fullest extent permitted by Law, but subject to

the limitations set forth in Sections 20.1 and 20.3, Operator shall defend, indemnify
and hold Owner and its Indemnitees harmless from and against any and all
claims, actions, damages, expenses (including reasonable attorneys’ fees),
losses or liabilities incurred by or asserted against Owner or any of its
Indemnitees for injury (including death) to persons or damage or destruction to
property and any and all fees, costs or penalties incurred by Owner or any of its
Indemnitees, to the extent that such claims, actions, damages, expenses, losses,
liabilities, fees, costs or penalties are caused by or arise out of Operator’s
Misperformance; provided that Operator shall not be required to indemnify
Owner or any of its Indemnitees for any loss or claim to the extent such loss or
claim is due to the negligence or willful misconduct of Owner or any of its
Indemnitees.

Reference:

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5/12/23, 9:53 AM Indemnification Clause: Meaning & Samples (2022)

Security Exchange Commission - Edgar Database, EX-

10.21 9 d173853dex1021.htm MASTER SERVICES AGREEMENT, Viewed March 31, 2021,
<https://www.sec.gov/Archives/edgar/data/1471443/000119312512105282/d173853
dex1021.htm>.

Sample 2 – Employment Agreement

Indemnification. The Company shall indemnify and hold Employee harmless to

the fullest extent permitted by the laws of the Company’s state of incorporation
in effect at the time against and in respect of any and all actions, suits,
proceedings, claims, demands, judgments, costs, expenses (including
advancement of reasonable attorney’s fees), losses, and damages resulting
from Employee’s good faith performance of Employee’s duties and obligations
with the Company. Executive will be entitled to be covered, both during and, while
potential liability exists, by any insurance policies the Company may elect to
maintain generally for the benefit of officers and directors of the Company
against all costs, charges and expenses incurred in connection with any action,
suit or proceeding to which Employee may be made a party by reason of being
an officer or director of the Company, or any subsidiary or affiliate, in the same
amount and to the same extent as the Company covers its other officers and
directors. These obligations shall survive the termination of Executive’s
employment with the Company.

Reference:

Security Exchange Commission - Edgar Database, EX-

10.281 4 d226725dex10281.htm EMPLOYMENT AGREEMENT, Viewed March 31, 2021, <
https://www.sec.gov/Archives/edgar/data/1003124/000119312511292827/d226725
dex10281.htm >.

Sample 3 - From Software and Service Agreement:

By TRX. TRX agrees to defend, indemnify, and hold harmless Client, and its
directors, officers, employees, and agents from and against any and all third-
party claims, demands, and liabilities, including reasonable attorneys fees,
resulting from or arising out of: (i) the Services provided under this Agreement
actually or allegedly infringing or violating any patents, copyrights, trade secrets,
licenses, or other intellectual property rights of a third-party; (ii) any breach of
TRX’s representations and warranties in this Agreement; or (iii) TRX’s failure to
comply with TRX’s obligations under any and all laws, rules or regulations
applicable to TRX or the Services provided under this Agreement.

By Client. Client agrees to defend, indemnify, and hold harmless TRX, TRX
Affiliates, and each of their respective directors, officers, employees, and agents
from and against any and all third-party claims, demands, and liabilities,
including reasonable attorneys fees, resulting from or arising out of: (i) any
breach of Client’s representations and warranties in this Agreement; or
(ii) Client’s failure to comply with Client’s obligations under any and all laws, rules
or regulations applicable to Client under this Agreement, except to the extent
such violation arises out of TRX’s failure to comply with TRX’s obligations
hereunder.

Procedure. A party seeking indemnification (the “Indemnified Party”) shall

promptly notify the other party (the “Indemnifying Party”) in writing of any claim
for indemnification, provided, that failure to give such notice shall not relieve the
Indemnifying Party of any liability hereunder (except to the extent the
Indemnifying Party has suffered actual material prejudice by such failure). The
Indemnified Party shall tender sole defense and control of such claim to the
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5/12/23, 9:53 AM Indemnification Clause: Meaning & Samples (2022)

Indemnifying Party. The Indemnified Party shall, if requested by the Indemnifying

Party, give reasonable assistance to the Indemnifying Party in defense of any
claim. The Indemnifying Party shall reimburse the

Indemnified Party for any reasonable legal expenses directly incurred from
providing such assistance as such expenses are incurred. The Indemnifying Party
shall have the right to consent to the entry of judgment with respect to, or
otherwise settle, an indemnified claim only with the prior written consent of the
Indemnified Party, which consent shall not be unreasonably withheld; provided,
however, that the Indemnified Party may withhold its consent if any such
judgment or settlement imposes an unreimbursed monetary or continuing non-
monetary obligation on such Party or does not include an unconditional release
of that Party and its Affiliates from all liability in respect of claims that are the
subject matter of the indemnified claim.

Reference:

Security Exchange Commission - Edgar Database, EX-

10.4 5 dex104.htm SOFTWARE AND SERVICE AGREEMENT, Viewed March 31, 2021, <
https://www.sec.gov/Archives/edgar/data/1103025/000119312510258839/dex104.h
tm>.

Sample 4 - From Construction Contract:

7.4 Indemnity. CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS

OWNER, ITS LENDERS, PARENT COMPANIES AND AFFILIATES, AND THE DIRECTORS,
OFFICERS, SHAREHOLDERS, AGENTS, EMPLOYEES AND REPRESENTATIVES OF EACH OF
THEM (INDIVIDUALLY, “INDEMNITEE” AND COLLECTIVELY, THE “INDEMNITEES”) FROM
AND AGAINST ANY AND ALL THIRD-PARTY (INCLUDING, WITHOUT LIMITATION, THOSE
BY EMPLOYEES AND AGENTS OF CONTRACTOR AND/OR SUBCONTRACTORS OF
CONTRACTOR) SUITS, ACTIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, CLAIMS,
DEMANDS, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS
AND ATTORNEYS’ FEES) OF ANY NATURE FOR BODILY INJURY OR DEATH OR PHYSICAL
DAMAGE TO PROPERTY OF ANY OF THE INDEMNITEES OR THIRD PARTIES ARISING OUT
OF OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK. THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION, HOWEVER, TO ANY
SUIT, ACTION, PROCEEDING, CLAIM, DEMAND, COST OR EXPENSE WHERE SUCH INJURY,
DEATH, OR DAMAGE RESULTS FROM THE NEGLIGENCE, EITHER ACTIVE OR PASSIVE,
AND/OR SOLE OR CONTRIBUTORY, OR THE WILLFUL MISCONDUCT OF OWNER.

7.5 CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS OWNER FROM
AND AGAINST ALL CLAIMS, DEMANDS AND LIABILITIES ARISING FROM HAZARDOUS
SUBSTANCES, INCLUDING CONTROL AND REMOVAL THEREOF, CAUSED BY
CONTRACTOR’S DIRECT NEGLIGENT ACT IN PERFORMING CONTRACTOR’S
OBLIGATIONS HEREUNDER.

7.6 CONTRACTOR SHALL NOT BE LIABLE TO OWNER FOR SPECIAL, INDIRECT OR

CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE.

Reference:

Security Exchange Commission - Edgar Database, EX-10.52 2 dex1052.htm COST

PLUS INCENTIVE CONSTRUCTION CONTRACT, Viewed March 31, 2021, <
https://www.sec.gov/Archives/edgar/data/1178336/000119312507245541/dex1052.
htm>.

Common Contracts with Indemnification Clauses

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5/12/23, 9:53 AM Indemnification Clause: Meaning & Samples (2022)

Every contract is a good candidate for an indemnification clause. Common

contracts with indemnification clauses include:

Termination agreements

Vendor agreements

Noncompete agreements

Sub-contractor agreements

Employment contracts

Construction contracts

Partnership agreements

A contract lawyer will explain which contract is suitable for your needs and draft
a customized solution for the given transaction.

Indemnification Clause FAQs

Numerous questions surround clauses in commercial contracts. They are

enforceable if they meet contract laws and obligations in your state.

Should I sign an indemnification clause?

Signing an indemnification clause is common practice. However, you should only

sign an indemnification clause if you understand your rights and obligations
completely. Contract attorneys can help you make a legal decision.

What happens if there is no indemnification clause?

If there is no indemnification clause, both parties are at a higher risk of liability

when a dispute arises. The harmed party may not only incur liability, but they
may also face unexpected third-party claims.

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