Indemnification Clause
(Owner-Architect Agreement)

Summary

This indemnification clause can be used in architect's agreement to allocate risk between the owner and the architect. This clause includes practical guidance, drafting notes, and an optional clause. Indemnification clauses shift the risk of liability from one party to another. In an owner-drafted design agreement, the owner may seek to broadly shift liability from the owner onto the architect for its design services, without regard to negligence. Architects may likewise seek to shift liability with mutual indemnity clauses, or with a clear delineation of the duties of each party, so that it is clear which claims each party may be responsible for. A popular architect-drafted indemnity clause states that the architect is not responsible for the contractor's construction means and methods. As indemnification clauses become increasingly ubiquitous, many states have enacted anti-indemnity statutes to preclude or limit their use. For a full list of anti-indemnity statutes for design professionals see Anti-Indemnity Statute State Law Survey. In contrast to indemnification, a limitation of liability clause limits the amount of liability that can be claimed against a party. Many architects include a limitation of liability clause at the request of their professional liability insurers. These clauses often limit the architect's liability from errors or omissions to either $50,000, or the amount of the architectural fee, whichever is greater. Capitalized terms used in this clause should be conformed to those used in the relevant agreement. For a full listing of key content covering owner and architect agreements, see Owner and Architect Agreement Resource Kit. For a full listing of key content covering construction, see Construction Resource Kit. For further guidance see Owner-Architect Agreements . For a template see Agreement Between Owner and Architect