Indemnification là gì


One of the most confusing, yet critical, sections of a contract is the indemnification section. Hard word, hard section. Hopefully this blog will help.

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“To indemnify” means lớn compensate someone for his/her harm or loss. In most contracts, an indemnification clause serves lớn compensate a buổi tiệc nhỏ for harm or loss arising in connection with the other party’s actions or failure khổng lồ act. The intent is to lớn shift liability away from one buổi tiệc ngọt, và on khổng lồ the indemnifying party. It is also known as a “hold harmless” clause, because one các buổi tiệc nhỏ will hold harmless the other for certain events. The events usually stem from something under control of the indemnifying party’s (again, the party who is doing the compensating, or the paying party).

Developer’s General Indemnity. Developer agrees khổng lồ indemnify & defover Customer and its Affiliates và their respective sầu directors, officers, & Personnel from and against all losses, costs, damages, expenses, & liabilities (including reasonable legal fees và disbursements) that may be suffered or incurred by Customer or its Affiliates arising out of or as a result of or relating in any manner khổng lồ a clayên ổn relating to:

(a) Vendor’s breach of any representation, warranty, or covenant in Section 8, or

(b) any negligent act or omission of Developer or Developer Personnel.

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cảnh báo that the indemnification language above sầu does not specifically discuss intellectual property infringement claims, but Section 8 would state that the Developer owns or has solely developed all the intellectual property to lớn be developed under the agreement as a Developer representation và warranty (stay tuned for a blog on representations and warranties). Thus, if you infringed on someone else’s intellectual property và then delivered it lớn the client, và the client received a demvà letter from the third tiệc nhỏ claiming infringement, you would be liable khổng lồ cover those costs & damages under the indemnification clause.

You should look lớn limit indemnification clauses by narrowing their scope, putting in caps on damages, & clearly defining the indemnifiable acts (i.e. the representations và warranties in the example above). Also consider purchasing insurance as a means to lớn limit your financial risk.

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Furthermore, an indemnification clause will usually contain language on how claims are made và paid as well. The clauses can easily be a page or two in length. In conclusion, the indemnification section can be long and difficult khổng lồ read. This doesn’t excuse you from attempting to lớn understand it. But more importantly, vì not try to lớn navigate these clauses on your own. Loop in your attorney lớn create an indemnification clause that fits your business.