Don’t grant a fault-based indemnity

I think it’s a mistake to indemnify against claims resulting from indemnitor negligence or other wrongdoing. Indemnities against 3rd party claims usually specify the claims in question. They list IP claims, subcontractor compensation claims, or whatever. It doesn’t matter whether the indemnitor did something wrong under the typical clause. The vendor doesn’t just defend IP […]

Should the Limit of Liability Cover Indemnities?

Contracting parties often debate whether the limit of liability should apply to indemnity obligations. IT contracts probably answer “no” more often than “yes.” But you can support either answer with good arguments.  The Argument Against Limiting Indemnity Liability The indemnity is unusual. It seems to address liability, but it really doesn’t, at least in typical […]