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The terms of an indemnification agreement ensure that you are not held liable for any contract-related loss or damage outside of your control.
?To indemnify? means to compensate someone for his/her harm or loss. 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.
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.
How to Write an Indemnity Agreement Consider the Indemnity Laws in Your Area. ... Draft the Indemnification Clause. ... Outline the Indemnification Period and Scope of Coverage. ... State the Indemnification Exceptions. ... Specify How the Indemnitee Notifies the Indemnitor About Claims. ... Write the Settlement and Consent Clause.
In a commercial lease, indemnification provisions typically concern third-party claims (i.e., claims by third parties against the landlord, or the tenant, or both) arising from personal injury or property damage occurring in or around the leased premises or the property upon which the leased premises is situated (e.g., ...
Tips for Enforcing Indemnification Provisions Identify Time Periods for Asserting Indemnification Rights. ... Provide Notice in a Timely Fashion. ... Notify All Concerned Parties. ... Understand Limitations on Recovery. ... Exclusive Remedy. ... Scope of Damages. ... Claims Process/Dispute Resolution.
Virtually every commercial lease includes a provision requiring the tenant to indemnify the owner for damages caused by the tenant and the tenant's guests. Some indemnity provisions require the tenant to indemnify the owner for damages caused through no fault of the tenant.
To the fullest extent permitted by Applicable Requirements, Landlord shall indemnify and hold Tenant and the other Tenant Parties harmless of and from Claims arising out of or in connection with, or related to the gross negligence or willful misconduct of Landlord or Landlord Parties.