A hold-harmless clause, also known as an indemnity clause, is a contractual agreement in which one party agrees to assume responsibility for any harm or damage that may occur to the other party. This clause is distinct from an exemption clause, which releases one party from liability entirely.
An indemnity clause, also known as a hold-harmless or save-harmless clause, is a contractual provision that assigns responsibility for any harm or liability faced by one party to another. It is the opposite of an exemption clause, which releases a party from liability. Several examples of indemnity clauses include: a car rental agreement that holds the renter accountable for any damages to the vehicle, a construction contract where the contractor agrees to indemnify the owner against claims or damages arising from the construction work, and a software licence agreement that includes an indemnity clause protecting the licencee from claims of intellectual property infringement. These examples demonstrate how an indemnity clause can transfer the risk of harm or liability from one party to another, typically favoring the party with more bargaining power.
An indemnity clause is a contractual provision that shifts the responsibility of financial loss or liability from one party to another. It typically requires one party to compensate the other for any losses, damages, or expenses incurred due to specified events or actions.
An indemnity clause is important because it helps protect parties from potential financial risks and liabilities that may arise during the course of a contract or agreement. It ensures that one party is not unfairly burdened with the consequences of certain events or actions.
The types of losses that can be covered under an indemnity clause can vary depending on the specific language used in the clause. Generally, it can cover damages, legal fees, court costs, and other expenses incurred as a result of a breach of contract, negligence, or other specified events.
Yes, an indemnity clause can be negotiated or modified during the contract negotiation process. Parties can discuss and agree upon the scope, limitations, and specific events or actions that will trigger the indemnification obligation.
Yes, there can be limitations to an indemnity clause. Some jurisdictions may have laws or regulations that restrict the enforceability or scope of indemnity clauses. Additionally, the language used in the clause itself may limit the types of losses or damages that can be indemnified.
In most cases, an indemnity clause cannot protect against intentional misconduct. Courts generally do not enforce indemnity clauses that seek to indemnify a party for their own intentional wrongdoing or illegal actions.
Yes, an indemnity clause can still be enforced even if one party is at fault. The purpose of an indemnity clause is to allocate financial responsibility, regardless of fault. However, the specific language and circumstances surrounding the fault may impact the enforceability and extent of the indemnification.
Yes, an indemnity clause can be included in various types of contracts, such as service agreements, construction contracts, lease agreements, and vendor contracts. The inclusion of an indemnity clause depends on the specific needs and risks associated with the contract.
Yes, parties can agree to waive or exclude an indemnity clause altogether. This can be done through explicit language in the contract or through a separate agreement between the parties.
It is generally advisable to consult with a lawyer before including an indemnity clause in a contract. An attorney can provide guidance on the specific language to use, the enforceability of the clause, and any legal implications that may arise from its inclusion.
This site contains general legal information but does not constitute professional legal advice for your particular situation. Persuing this glossary does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.
This glossary post was last updated: 17th April 2024.
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