This form provides boilerplate contract clauses that define the exclusivity or nonexclusivity of indemnity as a remedy under the terms of the contract agreement. Different language options for exclusivity and nonexclusivity are included.
California Indemnity Provisions — Exclusivity of Indemnity as a Remedy In California, indemnity provisions serve as an essential aspect of contract law. These provisions exist to allocate liability between parties involved in a contractual agreement. They outline the circumstances under which one party ("indemnity") agrees to compensate the other party ("indemnity") for losses, damages, or expenses incurred due to specified events or actions. The exclusivity of indemnity as a remedy in California refers to the principle that when indemnity provisions are present in a contract, they are generally the sole recourse available to the indemnity for seeking compensation. This means that if an indemnity provision is properly drafted, it can limit or eliminate the indemnity's ability to pursue other legal remedies. However, there are certain exceptions and different types of indemnity provisions recognized under California law, including: 1. Limited Indemnity Provisions: These provisions restrict the scope of indemnity to only certain types of losses, damages, or liabilities. For example, a contract may specify that indemnity is limited to losses resulting from the negligence of the indemnity. 2. Comparative Indemnity Provisions: In some cases, indemnity provisions may be drafted to apportion liability between parties based on their level of fault or responsibility. This type of provision allows each party to be responsible for their proportionate share of the damages or losses incurred. 3. Broad Indemnity Provisions: Broad indemnity provisions provide extensive coverage to the indemnity and often encompass a wide range of potential risks or liabilities. These provisions generally favor the indemnity, as they shift a greater burden of responsibility onto the indemnity. It is important to note that indemnity provisions must be carefully drafted to comply with California law. Certain provisions may be deemed unenforceable if they are found to violate public policy or are unconscionable. Additionally, California courts may interpret indemnity provisions narrowly, focusing on the specific language used and the intention of the parties when entering into the contract. In conclusion, California indemnity provisions — exclusivity of indemnity as a remedy play a critical role in contract agreements. They establish the rights and obligations of the parties regarding compensation for losses, damages, or liabilities. By understanding the different types of indemnity provisions and their limitations, parties can craft contracts that provide appropriate protection and allocate risks fairly.
