Indemnification Agreement

• Category: Corporations - Public - Indemnification
• State: Multi-State
• Control #: US-CC-17-217
• Format: Word; Rich Text

Description Indemnification Agreement Form

17-217 17-217 . . . Indemnification Agreement providing that (i) in event of change in control, corporation shall establish Escrow Reserve of $2,000,000 as security for its obligations under Indemnification Agreement and (ii) in event of any liquidation, merger, consolidation or reorganization in which corporation is not surviving entity, or sale of all or substantially all of corporation's assets, corporation shall ensure that Indemnification Agreement is assumed by surviving entity or otherwise provide for satisfaction of its obligations thereunder

An indemnification clause is a crucial component of any consultant contract that safeguards both parties involved in a business arrangement by allocating responsibility and protecting against potential risks and liabilities. This clause serves as a legally binding agreement, outlining the obligations and rights of each party in relation to indemnification. Here is a detailed description of an indemnification clause sample for consultants, highlighting its importance and the different types available: 1. Indemnification Clause Overview: An indemnification clause sets forth the terms and conditions under which a consultant will indemnify and hold harmless the client from claims, losses, damages, liabilities, and expenses that may arise from the consultant's actions, omissions, or negligence during the contractual engagement. It ensures fair allocation of liability and promotes a sense of trust between the parties involved. 2. Scope of Indemnification: The indemnification clause should clearly define the scope of indemnification, specifying the types of claims or damages covered. This may vary according to the nature of the consulting services being provided and the specific risks associated with the project or industry. Common areas of coverage include legal costs, third-party claims, property damage, intellectual property infringement, cybersecurity breaches, or any other potential liabilities. 3. Mutual Indemnification: In some cases, both the consultant and the client may want to seek mutual protection against potential liabilities arising from their respective actions or omissions. Therefore, a mutual indemnification clause can be included in the contract, requiring each party to indemnify and hold the other party harmless. 4. Limitations and Exclusions: It is essential to address any limitations or exclusions within the indemnification clause to ensure fairness and prevent abuse. For instance, the clause may specify that the consultant is not responsible for losses or damages resulting from the client's instructions or actions beyond the scope of the agreed-upon services. 5. Insurance Requirements: To strengthen the indemnification clause, the contract may include provisions requiring the consultant to maintain specific types of insurance coverage, such as professional liability insurance or general liability insurance. This ensures that both parties have the necessary protection in case of unforeseen circumstances. 6. Indemnification Procedure: The clause should outline the procedure for invoking indemnification, including the requirement for prompt notice to the party seeking indemnification. Additionally, it might mention the obligation for the indemnifying party to take all necessary steps to defend against the claim or damage, including retaining legal counsel if necessary. Different Types of Indemnification Clauses for Consultants: While the core purpose of an indemnification clause remains the same, slight variations depend on the specific circumstances of the consulting engagement. Some examples include: a) Limited Indemnification Clause: This type of clause restricts the indemnification obligations to losses or damages caused solely by the consultant's negligence, excluding any other potential liability scenarios. b) Broad Form Indemnification Clause: In contrast, a broad form indemnification clause might include coverage for losses or damages resulting from the consultant's actions, omissions, or negligence, whether it is the sole cause. c) Intermediate or Intermediate-Form Indemnification Clause: An intermediate indemnification clause falls between the limited and broad forms, typically providing indemnification for losses or damages resulting from the consultant's actions, omissions, or negligence, except when jointly caused by the client's actions or other contributing factors. When drafting an indemnification clause, it is crucial to consult with an experienced attorney to ensure that it aligns with the specific needs, risks, and legal requirements of the consulting engagement.