Putting It All Together - Indemnification Provisions

Indemnification clauses are clauses in contracts that set out to protect one party from liability if a third-party or third entity is harmed in any way. It's a clause that contractually obligates one party to compensate another party for losses or damages that have occurred or could occur in the future.

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 party's breach of the contract. In a one-way indemnification, only one party provides this indemnity in favor of the other party.

Company/Business/Individual Name shall fully indemnify, hold harmless and defend _______ and its directors, officers, employees, agents, stockholders and Affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not

Indemnified Party means any Person seeking indemnification from another Person pursuant to Article VIII. Indemnifying Party means any Person against whom a claim for indemnification is asserted by another Person pursuant to Article VIII. Third Party Claim has the meaning set forth in Section 8.7.

Indemnity is defined by Black's Law Dictionary as a duty to make good any loss, damage, or liability incurred by another. Indemnity has a general meaning of holding one harmless; that is to say, that one party holds the other harmless for some loss or damage.

To indemnify another party is to compensate that party for losses that that party has incurred or will incur as related to a specified incident.

As discussed, an indemnity provision transfers risk from one party (called the indemnitee) to another party (called the indemnitor). Under an indemnity provision, the indemnitor agrees to reimburse the indemnitee for losses resulting from a claim or claims brought by a third-party.

An indemnity is a promise by one party to compensate the other party for loss or damage suffered by the other party during the performance of the contract. An indemnity is also known as a 'hold harmless' clause as one party agrees to hold the other party harmless.