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.
Tennessee Indemnity Provisions — Exclusivity of Indemnity as a Remedy are contractual clauses designed to allocate the risk of loss between parties involved in a business transaction in the state of Tennessee. These provisions aim to protect one party (the indemnity) from financial liability for damages caused by the actions or omissions of the other party (the indemnity). By limiting the indemnity's remedy to indemnification, it restricts any alternative courses of action, such as filing a lawsuit or seeking non-indemnification remedies. In Tennessee, there are different types of Indemnity Provisions — Exclusivity of Indemnity as a Remedy that may vary depending on the specific circumstances and nature of the parties' agreement: 1. Broad Form Indemnity: This type of indemnity provision extends the indemnity's obligation to cover all damages, claims, liabilities, and expenses arising from any cause, including the indemnity's own negligence or fault. It provides the broadest protection to the indemnity, minimizing their risk exposure. 2. Intermediate Form Indemnity: Intermediate form indemnity provisions restrict the indemnity's obligation to indemnify the indemnity only for damages, claims, liabilities, or expenses caused by the indemnity's actions or negligence. This type of provision protects the indemnity but may require a showing of the indemnity's fault or causal relationship to the damages. 3. Limited Form Indemnity: Limited form indemnity provisions place more significant limitations on the indemnity's liability. They may exclude certain types of damages, such as consequential or punitive, or impose caps or time limitations on the indemnity's obligation to indemnify. This provision offers a more balanced allocation of risk between the parties. 4. Construction Contracts: In the context of construction contracts, Tennessee law has specific provisions governing indemnity agreements. Under Tennessee Code § 29-20-109, indemnity provisions that hold a party harmless for their own negligence are unenforceable unless a written contract expressly states the indemnity's liability for their negligence, independent of any other requirements or defenses. It is essential for businesses and individuals entering into contracts in Tennessee to carefully review and negotiate the indemnity provisions — exclusivity of indemnity as a remedy. Legal advice should be sought to ensure compliance with Tennessee law and to tailor the provisions to suit the specific needs and circumstances of the agreement. Properly drafted indemnity provisions can help protect parties from unexpected financial risks and facilitate a fair allocation of responsibility in case of any potential legal disputes.Tennessee Indemnity Provisions — Exclusivity of Indemnity as a Remedy are contractual clauses designed to allocate the risk of loss between parties involved in a business transaction in the state of Tennessee. These provisions aim to protect one party (the indemnity) from financial liability for damages caused by the actions or omissions of the other party (the indemnity). By limiting the indemnity's remedy to indemnification, it restricts any alternative courses of action, such as filing a lawsuit or seeking non-indemnification remedies. In Tennessee, there are different types of Indemnity Provisions — Exclusivity of Indemnity as a Remedy that may vary depending on the specific circumstances and nature of the parties' agreement: 1. Broad Form Indemnity: This type of indemnity provision extends the indemnity's obligation to cover all damages, claims, liabilities, and expenses arising from any cause, including the indemnity's own negligence or fault. It provides the broadest protection to the indemnity, minimizing their risk exposure. 2. Intermediate Form Indemnity: Intermediate form indemnity provisions restrict the indemnity's obligation to indemnify the indemnity only for damages, claims, liabilities, or expenses caused by the indemnity's actions or negligence. This type of provision protects the indemnity but may require a showing of the indemnity's fault or causal relationship to the damages. 3. Limited Form Indemnity: Limited form indemnity provisions place more significant limitations on the indemnity's liability. They may exclude certain types of damages, such as consequential or punitive, or impose caps or time limitations on the indemnity's obligation to indemnify. This provision offers a more balanced allocation of risk between the parties. 4. Construction Contracts: In the context of construction contracts, Tennessee law has specific provisions governing indemnity agreements. Under Tennessee Code § 29-20-109, indemnity provisions that hold a party harmless for their own negligence are unenforceable unless a written contract expressly states the indemnity's liability for their negligence, independent of any other requirements or defenses. It is essential for businesses and individuals entering into contracts in Tennessee to carefully review and negotiate the indemnity provisions — exclusivity of indemnity as a remedy. Legal advice should be sought to ensure compliance with Tennessee law and to tailor the provisions to suit the specific needs and circumstances of the agreement. Properly drafted indemnity provisions can help protect parties from unexpected financial risks and facilitate a fair allocation of responsibility in case of any potential legal disputes.
