Indemnification Clause
(Unilateral) (Pro-Indemnifying Party)

Summary

This indemnification clause, 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 favor. It has been drafted with terms favoring the indemnifying party/seller. This template includes practical guidance and drafting notes. This type of clause, where only one party provides an indemnity in favor of the other party, is commonly included in agreements where the indemnifying party: (1) has far less bargaining power than the indemnified party, (2) wants to attract customers, and/or (3) is in a better position to mitigate the covered losses and liabilities. Ensure that the indemnity is tailored to your client's specific needs. For example, an indemnification can be restricted to particular third-party claims (such as breach of warranty) or limited to circumstances where a lawsuit has already been filed or a final judgment has already been rendered. This indemnity covers seller's deliberate provision of inaccurate, erroneous, or incomplete information to buyer, as well as a breach by seller of any warranty provided to buyer under the agreement. For more information on warranties, see Risk Allocation in Commercial Contracts. For a full listing of related contract clauses, see General Commercial Contract Clause Resource Kit. For more information on indemnification clauses in general, see Indemnity Provisions, Indemnification Provisions in Commercial Contracts, and Indemnification Provision Checklist. For more information on warranties, see Risk Allocation in Commercial Contracts.