General Contract Clauses: Indemnification

by Practical Law Commercial Transactions

A Standard Clause providing for unilateral or mutual indemnification and defense in a sale of goods or services transaction. This Standard Clause addresses the duty to compensate and defend for losses incurred, with optional hold harmless language, common exceptions to indemnification, notice of indemnification, control of defense, a liability basket, a liability cap, indemnification as a sole remedy, and indemnity payment adjustments for taxes and insurance payments. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.