Indemnification Clause (Unilateral) (Pro-Indemnified)

Summary

This clause on indemnification, also known as a hold harmless provision, can be used in an agreement for the provision of goods and/or services. The clause is unilateral, requiring indemnification only by the seller in the buyer's favour. It has been drafted with terms favouring the indemnified party/buyer. This clause includes practical guidance and drafting notes. An indemnification provision allocates the risk and expense associated with either party's breach, default or misconduct to the responsible party. Mutual indemnities require each party to a contract to compensate the other party for losses and expenses arising out of events caused by the indemnifying party's breach, default or misconduct. One-way indemnities require only one of the parties to provide this protection to the other party. Indemnifications are typically heavily negotiated clauses that are the subject of many litigations. This type of clause, where only one party provides an indemnity in favour of the other ...