Demand Letter for Indemnification (Contractual)

by Practical Law Commercial Transactions

A Standard Document that provides a template letter that serves as a formal notice of a third-party claim, such as a lawsuit or written demand, for which the sender seeks coverage under an indemnification clause in a commercial contract. It outlines the critical elements of the demand, including citing the relevant contractual provision, describing the basis for the claim and attaching the claim documents (whether a complaint or demand letter), and formally requesting that the indemnifying party cover associated costs and expenses. It also allows for tendering the defense of the claim if the contract imposes a duty to defend. By providing a clear framework for invoking risk allocation provisions, this resource helps parties enforce their contractual rights and properly initiate the indemnification process following the receipt of a claim. This Standard Document has integrated notes with important explanations and drafting tips.