Breach of Contract Law

Indemnity Clause

A contractual provision under which one party agrees to compensate the other for specified losses, damages, or liabilities that may arise.

Indemnity clauses shift the financial risk of certain specified events from one party to the other — for example, a seller agreeing to indemnify a buyer against losses arising from a defect in title to the property sold.

The scope of an indemnity — what exactly is covered, and any caps on liability — is heavily negotiated in commercial contracts, since it can significantly affect each party's financial exposure.

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