Agreement to Indemnify

Agreement to Indemnify: What You Need to Know

An agreement to indemnify is a legal contract between two parties, where one party (the indemnitor) agrees to compensate the other party (the indemnitee) for any losses or damages they may incur as a result of a specified event. This type of agreement is commonly used in various industries, including construction, software development, and finance.

Why is an Agreement to Indemnify Necessary?

An agreement to indemnify is necessary because it provides security to both parties involved in a business transaction. The indemnitor agrees to take responsibility for any harm or damages caused to the indemnitee, protecting the indemnitee from potential financial loss. At the same time, the indemnitor is protected by limiting their liability to specific events defined in the agreement.

What Should an Agreement to Indemnify Include?

An agreement to indemnify should include certain essential elements to ensure that both parties are protected. These elements include:

1. Scope of Indemnity: The agreement should specify the extent of the indemnitor’s liability, including what types of damages are covered and the maximum amount that will be paid.

2. Duration of Agreement: The agreement should state how long the indemnitor’s liability will last. Will it be for the duration of the contract or for a specific period after it has ended?

3. Notice and Defense: The agreement should clearly state the procedures that the indemnitor will follow in the event of a claim. This includes providing prompt notice of any claims and taking steps to defend the indemnitee against them.

4. Subrogation: An agreement may include a clause that prevents the insurer who pays out for a claim from seeking reimbursement from the indemnitor. This is commonly known as the subrogation clause.

5. Exclusive Remedy: The agreement may specify that indemnification is the sole remedy available to the indemnitee and exclude other forms of legal action such as damages or a breach of contract lawsuit.


In conclusion, an agreement to indemnify is an essential legal document that provides protection to both parties in a business transaction. It specifies the extent of the indemnitor`s liability and the procedures they will follow in the event of a claim. It is critical to have an experienced copy editor review and ensure the agreement is well-written and clear in order to avoid costly legal disputes.