Washington Putting It All Together - Indemnification Provisions

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US-ND1015
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This form brings together several boilerplate contract clauses that work together to outline the procedures, restrictions, exclusivity and other aspects of an indemnity provided for under the terms of the contract agreement. Both short and detailed examples are provided to suit individual needs and circumstances.

Washington "Putting It All Together — Indemnification Provisions" refers to the legal provisions in Washington state that outline the terms and conditions of indemnification between parties involved in a contract or agreement. Indemnification provisions are common in contractual agreements and serve to protect parties from potential losses, damages, or liabilities arising from the performance or non-performance of the contract. The purpose is to allocate risk and ensure that a party is compensated for any losses incurred due to the actions or omissions of the other party, or due to third-party claims. In Washington state, there are various types of indemnification provisions that can be included in a contract, including: 1. General Indemnity Provision: This provision typically states that one party (the indemnity) agrees to indemnify, defend, and hold harmless the other party (the indemnity) from any claims, damages, losses, or expenses arising out of the contract. It may also specify the scope and limitations of the indemnification, such as excluding liabilities caused by the indemnity's negligence. 2. Third-Party Indemnity Provision: This provision addresses indemnification obligations towards third parties. It may state that the indemnity assumes liability for any claims brought against the indemnity by third parties, as long as the claims are related to the contract and not caused by the indemnity's negligence. 3. Limited Indemnification Provision: Sometimes, the parties may agree to limit the scope of indemnification. This provision can specify certain exclusions or cap the indemnity's liability to a specific monetary amount or time frame. 4. Mutual Indemnification Provision: In some cases, the parties may agree to mutual indemnification. This means that both parties will indemnify and hold harmless each other from any claims that arise from the contract. This provision ensures that both parties share the risks and potential liabilities equally. It is important to note that Washington state has specific laws and regulations regarding indemnification provisions. These provisions must comply with the state's legal requirements, including any limitations or restrictions imposed by the Washington courts or statutes. In summary, Washington "Putting It All Together — Indemnification Provisions" entails the comprehensive set of provisions that define the allocation of risks and indemnification responsibilities between parties involved in a contract. These provisions aim to protect the parties from potential losses and liabilities and ensure an equitable distribution of risk.

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FAQ

Most indemnification provisions require the indemnifying party to "indemnify and hold harmless" the indemnified party for specified liabilities. In practice, these terms are typically paired and interpreted as a unit to mean "indemnity."

Indemnifications, or ?hold harmless? provisions, shift risks or potential costs from one party to another. One party to the contract promises to defend and pay costs and expenses of the other if specific circumstances arise (often a claim or dispute with a third party to the contract).

An indemnification clause should clearly define the following elements: who are the indemnifying party and the indemnified party, what are the covered claims or losses, what are the obligations and duties of each party, and what are the exclusions or limitations of the indemnity.

The buyer and seller will then negotiate the 'caps' to these representations; that is, the maximum amount of money the buyer can recoup from the seller if it turns out that these representations are not accurate. Indemnification Caps: Typically, small market transactions have caps equal to 50% of the purchase price.

In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

The indemnification clause is a crucial element in commercial contracts as it helps mitigate the risks and consequences associated with potential breaches of contracts. This clause also ensures that the parties are fairly compensated for their losses and helps maintain a stable and predictable business relationship.

Each party shall indemnify and hold the other party harmless from all liability, loss, damage and cost arising out of any claims, demands, actions or other proceedings by third parties of any nature (including, but not limited to, attorney fees as and when incurred), to the extent the same arises out of (i) the breach ...

In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

More info

Jul 29, 2021 — Here are five key things to look for prior to accepting a contractual indemnification obligation: The indemnity obligation is not proportional ... May 13, 2016 — It simply states: “Subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited ...Dec 6, 2021 — Construction projects are risky. Contracts allocate risks between the parties. Indemnification clauses shift risk from one party to another. Risk is generally transferred by contract terms, using a hold harmless and indemnity agreement. Risk financing is usually accomplished through the purchase of ... Jul 24, 2020 — An exclusive remedy provision provides that a given remedy (in this case indemnification, defense, and hold harmless) will be the only remedy ... Feb 27, 2019 — An indemnification is a promise to reimburse a person for a loss incurred by that person. Often, the obligation to indemnify is limited to ... This Indemnification Agreement (the “Agreement”) is entered into on , 20 , between Avalara, Inc., a Washington corporation (the “Company”), and the undersigned ... When possible, avoid contract language in which your institution assumes all responsibility for both its own negligent acts and the other party's negligent acts ... 4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and ... by SP Soha · 1986 · Cited by 3 — This article focuses exclusively upon the analysis and interpretation of indemnity provisions in the Washington courts. For a survey of cases on this issue in.

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Washington Putting It All Together - Indemnification Provisions