What is an Indemnity?

As you grow your company, you must enter into various commercial contracts.  These can range from Office Leases to Consulting Agreements and Software Licenses to Master Service Agreements to secure the goods and services your business relies on.  One of the most important and often most daunting provisions of these commercial contracts is indemnification.

An indemnity is an obligation of one party, the Indemnitor, to pay for a loss or damage incurred by another party, the Indemnitee. In commercial contracts, a duty to indemnify is often coupled with obligations of defense, release, and to hold the Indemnitee harmless. The Indemnification section of your contracts is the essential tool for ensuring that the parties’ risks are        appropriately allocated and/or limited with respect to the commercial circumstances you face.

At RR&A, we can help you understand the interplay between representations and warranties, navigate the nuances of distinguishing indemnities and related duties, determine how best to allocate risks caused by gross negligence or willful misconduct, and draft and negotiate for the fundamental protections that you will need in your commercial contracts.

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