Log in Sign up for free
Contract clause library

Indemnification procedure clause: Copy, customize, and use instantly

Introduction

An indemnification procedure clause outlines the steps and processes that a party must follow in order to claim indemnification under a contract. This clause ensures that there is a clear procedure for notifying and processing indemnification claims, including requirements for documentation, notification, and response timelines.

Below are templates for indemnification procedure clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard indemnification procedure clause

This variation applies to agreements with a general indemnification procedure.

In the event that a party seeks indemnification under this Agreement, they must promptly notify the other party in writing, providing details of the claim or loss. The indemnifying party will have [X] days to respond to the claim and to assume control of the defense, unless the indemnified party determines that their interests may conflict with the indemnifying party’s. The indemnified party will cooperate in the defense at the indemnifying party's expense.

Timely notification indemnification procedure clause

This variation applies to agreements with a strict notification timeline for indemnification claims.

Any party seeking indemnification must notify the other party of the claim within [X] days of becoming aware of the event giving rise to the indemnification. Failure to provide such notice within the specified time will result in a waiver of the right to indemnification. Upon receiving notice, the indemnifying party will have [X] days to assume the defense of the claim.

Indemnification with third-party claims procedure clause

This variation applies to agreements that involve indemnification for third-party claims.

If a third-party claim is brought against the indemnified party, the indemnified party must notify the indemnifying party within [X] days of receiving notice of the claim. The indemnifying party shall have the right to assume the defense of the claim, provided they do so within [X] days of notice. The indemnified party shall cooperate with the indemnifying party and provide all necessary documentation and assistance at the indemnifying party's expense.

Indemnification defense control procedure clause

This variation applies to agreements where the indemnifying party has control over the defense of claims.

Upon receiving a claim that is subject to indemnification, the indemnifying party shall have the right to assume control of the defense, including the right to settle the claim. The indemnified party must cooperate and provide any necessary assistance, including providing access to documents and witnesses, at the indemnifying party's expense. If the indemnifying party fails to assume control within [X] days, the indemnified party may assume the defense.

This variation applies to agreements where the indemnification includes legal expenses.

If a party is entitled to indemnification under this Agreement, the indemnifying party will reimburse the indemnified party for all reasonable legal expenses incurred in connection with defending any claim that is subject to indemnification. The indemnified party must provide the indemnifying party with documentation of such expenses within [X] days of incurring the costs.

Indemnification procedure with settlement limitations clause

This variation applies to agreements where there are limitations on the indemnifying party's ability to settle claims.

The indemnifying party shall have the right to settle any indemnifiable claim but shall not settle without the prior written consent of the indemnified party if the settlement involves any admission of liability or the payment of money that the indemnified party is obligated to cover. The indemnified party will cooperate in the settlement process at the indemnifying party’s expense.

Joint defense indemnification procedure clause

This variation applies to agreements where the parties work together on a joint defense.

If both parties are named in a third-party claim, they will cooperate in jointly defending the claim. The indemnifying party will bear the costs associated with the defense and indemnify the other party for any liability arising from the claim. Both parties must notify each other promptly upon receipt of any claim or legal process and cooperate in defense strategies.

Indemnification procedure for government investigations clause

This variation applies to agreements involving indemnification for government investigations.

If a party is subject to an investigation or inquiry by a governmental agency, they must notify the other party within [X] days of receiving any notice related to the investigation. The indemnifying party shall have the right to assume the defense of the investigation, including all costs associated with responding to government subpoenas or inquiries. The indemnified party will cooperate at the indemnifying party's expense.

Indemnification procedure for breach of contract clause

This variation applies to agreements where indemnification is provided for breach of contract.

If a party seeks indemnification due to a breach of contract by the other party, they must notify the breaching party in writing within [X] days of discovering the breach. The breaching party shall have [X] days to cure the breach or negotiate a settlement before assuming responsibility for indemnifying the other party for any resulting losses, damages, or expenses.

Indemnification procedure with notification and dispute resolution clause

This variation applies to agreements where a dispute resolution mechanism is included in the indemnification procedure.

In the event of a claim for indemnification, the indemnified party must notify the indemnifying party in writing within [X] days of the event giving rise to the claim. If the indemnifying party disputes the indemnification obligation, the dispute shall be resolved through [arbitration/mediation] in accordance with the dispute resolution provisions of this Agreement.

Indemnification procedure with independent third-party involvement clause

This variation applies to agreements where an independent third party may be involved in the indemnification process.

If a dispute arises regarding indemnification, the indemnified party and the indemnifying party may jointly appoint an independent third party to evaluate the claim and determine whether indemnification is owed. The third party’s decision will be binding, and the indemnifying party will bear the cost of the third-party evaluation.

Indemnification for loss of reputation procedure clause

This variation applies to agreements where indemnification includes protection against damage to reputation.

If a party’s reputation is damaged due to an event subject to indemnification, the indemnifying party will reimburse the indemnified party for the costs associated with mitigating the damage, including public relations efforts and legal fees. The indemnified party must provide written notice of such damage within [X] days of its occurrence.

Indemnification with appeal procedure clause

This variation applies to agreements where there is an option for the indemnified party to appeal a decision regarding indemnification.

If the indemnifying party disputes the indemnification claim, the indemnified party may appeal the decision within [X] days. The Parties will agree on an independent arbitrator to resolve the dispute, and the indemnifying party shall continue to bear the defense costs during the appeal process.

Indemnification for regulatory penalties clause

This variation applies to agreements where indemnification includes coverage for regulatory penalties.

If any regulatory authority imposes a fine, penalty, or other financial penalty on the indemnified party due to actions covered by this Agreement, the indemnifying party shall indemnify the indemnified party for the full amount of the penalty. The indemnified party must notify the indemnifying party of any such penalties within [X] days.

Indemnification procedure with a cap on liability clause

This variation applies to agreements where indemnification is subject to a cap on liability.

The indemnifying party’s liability under this Agreement for indemnification will be capped at [specified amount] for each indemnification event. The indemnified party must notify the indemnifying party of any potential indemnification claim within [X] days, and the indemnifying party will be liable only for the capped amount of the claim.

Indemnification procedure for specific losses clause

This variation applies to agreements where indemnification is provided only for specific types of losses.

The indemnifying party shall indemnify the indemnified party only for losses arising from [specific event or condition, e.g., intellectual property infringement, breach of warranty]. The indemnified party must notify the indemnifying party within [X] days of discovering the loss and provide reasonable evidence of the claim.

Indemnification procedure with timely cooperation clause

This variation applies to agreements where timely cooperation is required for indemnification claims.

The indemnified party agrees to provide the indemnifying party with timely cooperation in the defense of any claim. The indemnifying party may request information, documentation, and witnesses to support the defense of the claim, and the indemnified party must provide such cooperation at their own expense, unless otherwise agreed.

Indemnification procedure with finality of decisions clause

This variation applies to agreements where the indemnifying party's decision on the claim is final unless otherwise stated.

The indemnifying party’s decision on whether to indemnify the indemnified party for a claim will be final, unless a court of competent jurisdiction rules otherwise. The indemnified party must notify the indemnifying party of any claim for indemnification within [X] days to avoid forfeiting the right to indemnification.

Indemnification procedure with notification of settlement clause

This variation applies to agreements where the indemnified party must notify the indemnifying party of settlement terms.

Before settling any claim subject to indemnification, the indemnified party must notify the indemnifying party of the proposed settlement terms. The indemnifying party must provide consent in writing before any settlement is finalized. If the indemnifying party refuses to consent, the indemnified party may proceed with the settlement but may limit indemnification accordingly.

Indemnification procedure with interim relief clause

This variation applies to agreements where the indemnified party can seek interim relief.

The indemnified party may, at its discretion, seek interim relief to protect its interests while a claim for indemnification is being processed. The indemnifying party will cooperate with the interim relief process but will not be required to indemnify until the claim is fully evaluated.

Indemnification procedure with out-of-pocket expenses clause

This variation applies to agreements where the indemnified party is reimbursed for out-of-pocket expenses incurred in defending a claim.

In addition to indemnifying the indemnified party for the loss, the indemnifying party will reimburse all reasonable out-of-pocket expenses, including legal fees, incurred in defending the claim. The indemnified party must provide receipts or other documentation of such expenses within [X] days of payment.

This variation applies to agreements where indemnification includes coverage for employee-related claims.

The indemnifying party shall indemnify the indemnified party for any claims brought by employees or agents of the indemnified party, arising from actions taken in the course of their employment or duties under this Agreement. The indemnified party must notify the indemnifying party of any employee-related claims within [X] days.

Indemnification procedure with external counsel approval clause

This variation applies to agreements requiring approval for the use of external counsel in indemnification cases.

The indemnifying party will assume control of the defense of any indemnifiable claim. However, if the indemnified party seeks to use external counsel, the indemnifying party’s approval is required. The indemnified party must obtain written consent before engaging outside counsel, which will not be unreasonably withheld.

Indemnification for environmental claims procedure clause

This variation applies to agreements where indemnification covers environmental claims.

The indemnifying party shall indemnify the indemnified party for any claims, damages, or penalties arising from environmental liabilities, including violations of environmental laws or regulations. The indemnified party must notify the indemnifying party of any environmental claims within [X] days of receiving notice of such claims.

Indemnification procedure with self-insurance option clause

This variation applies to agreements where the indemnifying party may choose to self-insure.

[Party Name] may, at its discretion, choose to self-insure against any indemnifiable claims rather than providing third-party insurance. If the self-insurance option is chosen, the indemnifying party will be responsible for paying the indemnified party directly for any losses or expenses incurred.

Indemnification procedure for breach of confidentiality clause

This variation applies to agreements where indemnification is provided for breaches of confidentiality.

The indemnifying party will indemnify the indemnified party for any losses, damages, or liabilities arising from a breach of confidentiality under this Agreement. The indemnified party must provide written notice of the breach to the indemnifying party within [X] days, and the indemnifying party will have the right to take control of any related legal action.

Indemnification with subrogation rights clause

This variation applies to agreements where the indemnifying party has subrogation rights.

Upon indemnifying the indemnified party, the indemnifying party shall have the right to pursue subrogation against any third parties responsible for the loss. The indemnified party agrees to cooperate in the subrogation process by providing necessary information or assistance at the indemnifying party’s expense.

Indemnification procedure with joint responsibility clause

This variation applies to agreements where the indemnifying party shares responsibility for claims with the indemnified party.

The indemnifying party and the indemnified party shall jointly handle any indemnifiable claims. The indemnifying party will assume primary responsibility for the defense, but both parties will share the costs and risks associated with the claim, in proportion to their respective fault or involvement.

Indemnification for patent infringement clause

This variation applies to agreements where indemnification covers patent infringement claims.

The indemnifying party shall indemnify the indemnified party for any costs, damages, or legal expenses arising from claims of patent infringement related to the products or services provided under this Agreement. The indemnified party must notify the indemnifying party of any patent infringement claims within [X] days of receiving notice.

Indemnification procedure for financial misstatements clause

This variation applies to agreements where indemnification is provided for financial misstatements.

If a financial misstatement occurs under this Agreement, the indemnifying party will indemnify the indemnified party for any losses or penalties resulting from such misstatement. The indemnified party must notify the indemnifying party of any misstatement or potential misstatement within [X] days.

Indemnification with right to settle clause

This variation applies to agreements where the indemnifying party has the right to settle claims.

The indemnifying party has the right to settle any claim subject to indemnification without the prior consent of the indemnified party. However, the indemnified party will be entitled to approve any settlement that requires it to bear any liability or admit to any wrongdoing.

Indemnification procedure for product liability claims clause

This variation applies to agreements where indemnification is provided for product liability claims.

The indemnifying party shall indemnify the indemnified party for any claims, damages, or liabilities arising from product defects or failures under this Agreement. The indemnified party must notify the indemnifying party of any product liability claims within [X] days of receiving notice of such claims.

Indemnification for infringement of third-party rights clause

This variation applies to agreements where indemnification covers the infringement of third-party rights.

The indemnifying party will indemnify the indemnified party for any costs or damages arising from the infringement of any third-party intellectual property rights or other proprietary rights related to the goods or services provided under this Agreement. The indemnified party must notify the indemnifying party of any infringement claims within [X] days of becoming aware of such claims.

Indemnification for fraud or willful misconduct clause

This variation applies to agreements where indemnification is excluded in cases of fraud or willful misconduct.

The indemnifying party shall not be required to indemnify the indemnified party for any claims arising from fraud, willful misconduct, or gross negligence by the indemnified party. In the event of such actions, the indemnified party shall bear full responsibility for the resulting damages.

Indemnification procedure with reasonable assistance clause

This variation applies to agreements where the indemnified party is required to provide reasonable assistance during the indemnification process.

The indemnified party must provide reasonable assistance to the indemnifying party in the defense of any claim that is subject to indemnification. This includes providing documents, witnesses, and other materials necessary to defend the claim, at the indemnifying party’s expense.

Indemnification for taxes and regulatory fines clause

This variation applies to agreements where indemnification covers taxes and regulatory fines.

The indemnifying party shall indemnify the indemnified party for any taxes, penalties, or regulatory fines imposed due to actions or omissions of the indemnifying party. The indemnified party must notify the indemnifying party of any such taxes or fines within [X] days of receipt of notice.

Indemnification procedure for damages to property clause

This variation applies to agreements where indemnification covers damages to property.

The indemnifying party shall indemnify the indemnified party for any damages to property resulting from actions or omissions of the indemnifying party under this Agreement. The indemnified party must notify the indemnifying party of any such damages within [X] days, and provide the indemnifying party with any necessary documentation.

Indemnification procedure for losses caused by third-party contractors clause

This variation applies to agreements where indemnification is required for losses caused by third-party contractors.

If any losses are incurred due to the actions of third-party contractors engaged by [Party Name], the indemnifying party shall indemnify the indemnified party for such losses. The indemnified party must notify the indemnifying party of the losses within [X] days of discovery and assist in mitigating the impact of the losses.

Indemnification for unauthorized use of data clause

This variation applies to agreements where indemnification covers unauthorized use of data.

The indemnifying party shall indemnify the indemnified party for any costs, fines, or damages arising from the unauthorized use or disclosure of data provided under this Agreement. The indemnified party must notify the indemnifying party of any unauthorized use within [X] days of becoming aware of the incident.

Indemnification for breach of regulatory compliance clause

This variation applies to agreements where indemnification is required for breaches of regulatory compliance.

The indemnifying party shall indemnify the indemnified party for any fines, penalties, or liabilities incurred due to the breach of applicable regulatory or compliance requirements under this Agreement. The indemnified party must notify the indemnifying party of any such breach within [X] days of discovering the non-compliance.

Indemnification for losses due to fraudulent activities clause

This variation applies to agreements where indemnification covers losses from fraudulent activities.

The indemnifying party shall indemnify the indemnified party for any losses or damages incurred as a result of fraudulent activities, including false representations, deliberate misstatements, or other deceptive actions. The indemnified party must promptly notify the indemnifying party of any suspected fraud within [X] days of discovery.

Indemnification procedure with dispute notification clause

This variation applies to agreements that specify a notification procedure for indemnification disputes.

In the event of a dispute regarding indemnification, the indemnified party must notify the indemnifying party in writing within [X] days of the dispute arising. The notification must include details of the dispute and any supporting documentation. The indemnifying party will have [X] days to respond to the dispute.

Indemnification for violation of confidentiality clause

This variation applies to agreements where indemnification is provided for violations of confidentiality.

The indemnifying party shall indemnify the indemnified party for any damages, losses, or costs arising from the violation of confidentiality provisions in this Agreement. The indemnified party must notify the indemnifying party of the breach within [X] days, and both parties will cooperate to resolve the issue.

Indemnification for negligence in providing services clause

This variation applies to agreements where indemnification covers losses due to negligence in providing services.

If a loss occurs as a result of negligence or failure to perform duties in accordance with the terms of this Agreement, the indemnifying party shall indemnify the indemnified party. The indemnified party must notify the indemnifying party within [X] days of the incident and provide supporting evidence of the negligence.

Indemnification procedure for joint venture liabilities clause

This variation applies to agreements involving indemnification for liabilities in joint ventures.

In the event that a joint venture liability arises, the indemnifying party shall indemnify the indemnified party for any losses incurred. The indemnified party must notify the indemnifying party of the liability within [X] days, and both parties will share in the defense of the claim.

This variation applies to agreements where the indemnifying party covers legal defense costs.

The indemnifying party agrees to indemnify the indemnified party for all reasonable legal defense costs incurred in defending against claims that fall under indemnification. The indemnified party must provide written notice of the claim to the indemnifying party within [X] days.

Indemnification procedure with payment of judgment clause

This variation applies to agreements where the indemnifying party must pay the judgment for indemnified claims.

In the event that a judgment is rendered against the indemnified party for indemnifiable claims, the indemnifying party shall pay the full amount of the judgment, including all associated costs. The indemnified party must promptly notify the indemnifying party of the judgment, and the indemnifying party must remit payment within [X] days.

Indemnification for product defects procedure clause

This variation applies to agreements where indemnification covers product defects.

The indemnifying party shall indemnify the indemnified party for any claims, damages, or liabilities arising from defects in products provided under this Agreement. The indemnified party must notify the indemnifying party of any defect-related claim within [X] days of discovery.

Indemnification procedure for intellectual property infringement claims clause

This variation applies to agreements involving indemnification for intellectual property (IP) infringement.

The indemnifying party shall indemnify the indemnified party for any claims arising from intellectual property infringement, including patents, trademarks, and copyrights. The indemnified party must notify the indemnifying party of any such claims within [X] days and provide the necessary documentation.

Indemnification for data breaches clause

This variation applies to agreements where indemnification is provided for data breaches.

The indemnifying party shall indemnify the indemnified party for any costs, damages, or penalties incurred due to a data breach, including but not limited to notification costs, regulatory fines, and liability for affected individuals. The indemnified party must notify the indemnifying party of the breach within [X] days.

Indemnification for third-party claims arising from software clause

This variation applies to agreements involving indemnification for third-party claims arising from software usage.

The indemnifying party shall indemnify the indemnified party for any third-party claims, including intellectual property violations, arising from the use of software provided under this Agreement. The indemnified party must notify the indemnifying party of any such claims within [X] days.

Indemnification procedure for tax liabilities clause

This variation applies to agreements where indemnification covers tax liabilities.

The indemnifying party shall indemnify the indemnified party for any tax liabilities incurred as a result of actions or omissions of the indemnifying party under this Agreement. The indemnified party must notify the indemnifying party of any tax claims or liabilities within [X] days of discovery.

Indemnification for reputational damage clause

This variation applies to agreements where indemnification covers reputational damage.

The indemnifying party shall indemnify the indemnified party for any reputational damage or loss of goodwill arising from claims under this Agreement. The indemnified party must notify the indemnifying party within [X] days of any incident causing reputational harm.

Indemnification for breach of non-compete clause

This variation applies to agreements where indemnification is provided for breach of non-compete clauses.

The indemnifying party shall indemnify the indemnified party for any losses or damages resulting from a breach of the non-compete clause of this Agreement. The indemnified party must notify the indemnifying party of any such breach within [X] days.

Indemnification for failure to perform contractual obligations clause

This variation applies to agreements where indemnification covers failures to perform contractual obligations.

If either party fails to fulfill its contractual obligations, the indemnifying party shall indemnify the indemnified party for any resulting losses, damages, or liabilities. The indemnified party must notify the indemnifying party within [X] days of discovering the failure to perform.

This variation applies to agreements where indemnification covers breaches of warranty.

The indemnifying party shall indemnify the indemnified party for any claims, losses, or damages resulting from the breach of any warranty provided under this Agreement. The indemnified party must notify the indemnifying party of any breach of warranty within [X] days of discovery, and the indemnifying party shall assume control of the defense.

Indemnification for third-party vendor claims clause

This variation applies to agreements where indemnification covers claims made by third-party vendors.

The indemnifying party shall indemnify the indemnified party for any claims, losses, or damages brought by third-party vendors that result from actions or omissions of the indemnifying party under this Agreement. The indemnified party must provide written notice of such claims within [X] days of receipt.

Indemnification for damages caused by unlawful actions clause

This variation applies to agreements where indemnification is provided for unlawful actions.

The indemnifying party shall indemnify the indemnified party for any damages resulting from unlawful actions, including fraud, misconduct, or violations of law, committed by the indemnifying party. The indemnified party must notify the indemnifying party of any unlawful action within [X] days of becoming aware of it.

Indemnification for regulatory fines clause

This variation applies to agreements where indemnification covers regulatory fines.

The indemnifying party shall indemnify the indemnified party for any regulatory fines, penalties, or other governmental sanctions resulting from the indemnifying party’s actions under this Agreement. The indemnified party must notify the indemnifying party of such fines or penalties within [X] days of receipt of notification from the relevant authority.

Indemnification for intellectual property violations clause

This variation applies to agreements where indemnification covers intellectual property (IP) violations.

The indemnifying party agrees to indemnify the indemnified party for any claims, damages, or liabilities resulting from allegations of intellectual property infringement, including patents, copyrights, trademarks, and trade secrets. The indemnified party must notify the indemnifying party within [X] days of receiving any such claims.

Indemnification for tort claims clause

This variation applies to agreements where indemnification is provided for tort claims.

The indemnifying party shall indemnify the indemnified party for any damages, costs, or legal fees arising from tort claims related to the indemnifying party’s actions under this Agreement. The indemnified party must notify the indemnifying party of any such tort claims within [X] days of receiving notice.

Indemnification for breach of non-disclosure agreement clause

This variation applies to agreements where indemnification covers breaches of non-disclosure agreements (NDAs).

The indemnifying party shall indemnify the indemnified party for any damages or losses arising from a breach of the non-disclosure provisions of this Agreement. The indemnified party must notify the indemnifying party within [X] days of discovering the breach and cooperate with the indemnifying party to minimize further harm.

Indemnification for customer complaints clause

This variation applies to agreements where indemnification covers customer complaints.

The indemnifying party shall indemnify the indemnified party for any damages or liabilities arising from customer complaints related to the products or services provided under this Agreement. The indemnified party must notify the indemnifying party of any such complaints within [X] days of receiving the complaint.

Indemnification for environmental damage clause

This variation applies to agreements where indemnification covers environmental damage.

The indemnifying party shall indemnify the indemnified party for any costs, damages, or fines resulting from environmental damage or violations of environmental laws related to the performance of this Agreement. The indemnified party must notify the indemnifying party of any such incidents within [X] days.

Indemnification for breach of non-compete clause

This variation applies to agreements where indemnification covers breaches of non-compete clauses.

The indemnifying party shall indemnify the indemnified party for any damages, losses, or legal fees incurred as a result of a breach of the non-compete provisions of this Agreement. The indemnified party must notify the indemnifying party within [X] days of discovering the breach.

Indemnification for tax liabilities clause

This variation applies to agreements where indemnification covers tax liabilities.

The indemnifying party shall indemnify the indemnified party for any tax liabilities, including penalties or interest, arising from the indemnifying party’s failure to comply with applicable tax laws under this Agreement. The indemnified party must notify the indemnifying party of any such liabilities within [X] days of discovery.

Indemnification for losses due to delays clause

This variation applies to agreements where indemnification covers losses due to delays.

The indemnifying party agrees to indemnify the indemnified party for any losses incurred due to delays in delivery or performance caused by the indemnifying party. The indemnified party must notify the indemnifying party within [X] days of discovering the delay.

Indemnification for breach of data protection laws clause

This variation applies to agreements where indemnification covers breaches of data protection laws.

The indemnifying party shall indemnify the indemnified party for any fines, penalties, or liabilities arising from a breach of data protection laws, including but not limited to the General Data Protection Regulation (GDPR), caused by the indemnifying party’s actions under this Agreement. The indemnified party must notify the indemnifying party within [X] days.

Indemnification for government investigations clause

This variation applies to agreements where indemnification covers government investigations.

The indemnifying party shall indemnify the indemnified party for any costs, legal fees, or penalties incurred during a government investigation related to actions taken under this Agreement. The indemnified party must notify the indemnifying party within [X] days of receiving any notice of investigation.

Indemnification for property damage clause

This variation applies to agreements where indemnification covers property damage.

The indemnifying party shall indemnify the indemnified party for any costs or damages arising from property damage caused by the indemnifying party during the performance of this Agreement. The indemnified party must notify the indemnifying party of any such damage within [X] days of occurrence.

Indemnification for product liability claims clause

This variation applies to agreements where indemnification covers product liability claims.

The indemnifying party agrees to indemnify the indemnified party for any product liability claims arising from the use of products or services provided under this Agreement. The indemnified party must notify the indemnifying party within [X] days of receiving notice of the claim.

Indemnification for personal injury claims clause

This variation applies to agreements where indemnification covers personal injury claims.

The indemnifying party shall indemnify the indemnified party for any personal injury claims resulting from the indemnifying party’s actions or omissions under this Agreement. The indemnified party must notify the indemnifying party of any personal injury claims within [X] days of receiving the claim.

Indemnification for breach of employment laws clause

This variation applies to agreements where indemnification covers breach of employment laws.

The indemnifying party shall indemnify the indemnified party for any claims, fines, or liabilities arising from the indemnifying party’s breach of employment laws under this Agreement. The indemnified party must notify the indemnifying party of any such claims within [X] days.

Indemnification for losses arising from inaccurate reports clause

This variation applies to agreements where indemnification covers losses arising from inaccurate reports.

The indemnifying party shall indemnify the indemnified party for any losses, damages, or legal costs arising from the submission of inaccurate reports or statements under this Agreement. The indemnified party must notify the indemnifying party within [X] days of discovering the inaccuracy.

Indemnification for unauthorized actions clause

This variation applies to agreements where indemnification covers unauthorized actions taken by the indemnifying party.

The indemnifying party shall indemnify the indemnified party for any claims, damages, or liabilities arising from unauthorized actions or unauthorized use of materials under this Agreement. The indemnified party must notify the indemnifying party of such actions within [X] days.

This variation applies to agreements where indemnification covers failure to meet legal obligations.

The indemnifying party agrees to indemnify the indemnified party for any penalties, costs, or liabilities resulting from failure to meet legal obligations under this Agreement. The indemnified party must notify the indemnifying party of any legal failure within [X] days.

Indemnification for breach of partnership duties clause

This variation applies to agreements where indemnification is required for breach of partnership duties.

The indemnifying party shall indemnify the indemnified party for any financial losses or liabilities resulting from a breach of partnership duties as outlined in this Agreement. The indemnified party must notify the indemnifying party within [X] days of the breach.

Indemnification for failure to disclose material facts clause

This variation applies to agreements where indemnification covers failure to disclose material facts.

The indemnifying party shall indemnify the indemnified party for any damages or losses resulting from failure to disclose material facts or information that would have affected the terms of this Agreement. The indemnified party must notify the indemnifying party within [X] days of discovering the failure.

Indemnification for violation of contractual obligations clause

This variation applies to agreements where indemnification covers violations of specific contractual obligations.

The indemnifying party shall indemnify the indemnified party for any losses, damages, or legal costs arising from violations of the contractual obligations under this Agreement. The indemnified party must provide written notice of the violation within [X] days.

Indemnification for infringement of moral rights clause

This variation applies to agreements where indemnification covers infringement of moral rights.

The indemnifying party agrees to indemnify the indemnified party for any claims, losses, or liabilities arising from the infringement of moral rights associated with intellectual property under this Agreement. The indemnified party must notify the indemnifying party of such infringement within [X] days.

Indemnification for non-performance of obligations clause

This variation applies to agreements where indemnification covers non-performance of obligations.

The indemnifying party shall indemnify the indemnified party for any damages, losses, or liabilities arising from the indemnifying party’s non-performance or delay in performing obligations under this Agreement. The indemnified party must notify the indemnifying party within [X] days of non-performance.

Indemnification for personal data breach clause

This variation applies to agreements where indemnification covers personal data breaches.

The indemnifying party shall indemnify the indemnified party for any damages, penalties, or claims resulting from a breach of personal data security under this Agreement. The indemnified party must notify the indemnifying party of the breach within [X] days.

Indemnification for failure to meet service levels clause

This variation applies to agreements where indemnification covers failure to meet agreed service levels.

The indemnifying party agrees to indemnify the indemnified party for any losses, penalties, or damages resulting from failure to meet the agreed service levels under this Agreement. The indemnified party must notify the indemnifying party within [X] days of service level failure.

Indemnification for faulty workmanship clause

This variation applies to agreements where indemnification covers faulty workmanship.

The indemnifying party shall indemnify the indemnified party for any damages, losses, or repairs resulting from faulty workmanship provided under this Agreement. The indemnified party must notify the indemnifying party of the fault within [X] days of discovery.

Indemnification for breach of confidentiality agreement clause

This variation applies to agreements where indemnification is provided for breaches of confidentiality.

The indemnifying party shall indemnify the indemnified party for any losses or damages arising from a breach of confidentiality provisions outlined in this Agreement. The indemnified party must notify the indemnifying party of the breach within [X] days.

Indemnification for third-party IP claims clause

This variation applies to agreements where indemnification covers third-party intellectual property claims.

The indemnifying party shall indemnify the indemnified party for any third-party intellectual property infringement claims, including claims related to patents, trademarks, or copyrights. The indemnified party must notify the indemnifying party of any such claims within [X] days of receipt.

Indemnification for lost profits clause

This variation applies to agreements where indemnification covers lost profits.

The indemnifying party shall indemnify the indemnified party for any lost profits resulting from the indemnifying party's failure to fulfill their obligations under this Agreement. The indemnified party must notify the indemnifying party of any such losses within [X] days.

Indemnification for non-compliance with industry standards clause

This variation applies to agreements where indemnification covers non-compliance with industry standards.

The indemnifying party agrees to indemnify the indemnified party for any losses or damages resulting from the non-compliance with industry standards or regulations. The indemnified party must notify the indemnifying party within [X] days of discovering such non-compliance.

Indemnification for non-payment by subcontractors clause

This variation applies to agreements where indemnification covers non-payment by subcontractors.

The indemnifying party shall indemnify the indemnified party for any damages or liabilities arising from non-payment by subcontractors engaged under this Agreement. The indemnified party must notify the indemnifying party within [X] days of discovering the non-payment.

This variation applies to agreements where indemnification covers breach of legal duties.

The indemnifying party shall indemnify the indemnified party for any claims or damages resulting from the breach of legal duties arising out of this Agreement. The indemnified party must notify the indemnifying party of any such breach within [X] days of discovering the breach.

Indemnification for loss of customer data clause

This variation applies to agreements where indemnification covers the loss of customer data.

The indemnifying party shall indemnify the indemnified party for any damages, penalties, or claims resulting from the loss or unauthorized access to customer data under this Agreement. The indemnified party must notify the indemnifying party within [X] days of the loss or breach.

Indemnification for breach of anti-corruption laws clause

This variation applies to agreements where indemnification is provided for breach of anti-corruption laws.

The indemnifying party shall indemnify the indemnified party for any claims, fines, or penalties resulting from a breach of anti-corruption laws under this Agreement. The indemnified party must notify the indemnifying party of any such breach within [X] days.

Indemnification for violations of licensing agreements clause

This variation applies to agreements where indemnification covers violations of licensing agreements.

The indemnifying party shall indemnify the indemnified party for any costs, claims, or damages arising from a violation of any licensing agreements related to the use of intellectual property under this Agreement. The indemnified party must notify the indemnifying party of any such violations within [X] days.

Indemnification for failure to comply with regulatory filings clause

This variation applies to agreements where indemnification covers failure to comply with regulatory filings.

The indemnifying party shall indemnify the indemnified party for any penalties or legal costs resulting from the failure to comply with required regulatory filings under this Agreement. The indemnified party must notify the indemnifying party within [X] days of non-compliance.

Indemnification for failure to provide adequate insurance clause

This variation applies to agreements where indemnification covers the failure to provide adequate insurance.

The indemnifying party shall indemnify the indemnified party for any costs or damages resulting from the failure to maintain adequate insurance coverage required under this Agreement. The indemnified party must notify the indemnifying party of such failure within [X] days.

Indemnification for unauthorized use of intellectual property

This variation applies when indemnification covers unauthorized use of intellectual property, such as patents, trademarks, or copyrights.

If any party's actions lead to unauthorized use of intellectual property covered under this Agreement, the indemnifying party will cover all damages, legal fees, and any other associated costs. The indemnified party must inform the indemnifying party within [X] days upon learning of such unauthorized use.

Indemnification for non-compliance with tax obligations

This variation applies to indemnification for claims arising from non-compliance with tax obligations under the terms of the Agreement.

The indemnifying party shall cover any liabilities arising from the non-compliance with tax obligations associated with this Agreement. This includes fines, penalties, and interest. The indemnified party must notify the indemnifying party of the non-compliance within [X] days of being made aware.

Indemnification for breach of warranty obligations

This variation applies when indemnification covers the breach of warranty terms, including failure to meet agreed-upon conditions or quality standards.

Should either party fail to meet the warranty obligations set forth, the indemnifying party will compensate the indemnified party for all direct and indirect losses incurred. The indemnified party must notify the indemnifying party promptly within [X] days of discovering the breach.

Indemnification for failure to protect confidential information

This variation applies when indemnification covers breaches related to the protection and confidentiality of sensitive information.

If any confidential information is disclosed or used improperly, the indemnifying party is responsible for all damages, losses, and legal expenses resulting from the breach of confidentiality. The indemnified party must provide the indemnifying party with written notice within [X] days of identifying the breach.

This variation applies when indemnification covers claims from third parties related to defects in products or services provided under the Agreement.

The indemnifying party shall indemnify the indemnified party for any third-party claims arising from product defects under this Agreement. The indemnified party must notify the indemnifying party of the claim within [X] days and cooperate in the defense process.

Indemnification for violations of anti-bribery laws

This variation applies when indemnification covers violations of anti-bribery or anti-corruption laws and regulations.

In the event of a breach of anti-bribery or anti-corruption laws, the indemnifying party agrees to hold the indemnified party harmless against any claims, damages, and legal fees. Notification of such violations must be made to the indemnifying party within [X] days of becoming aware.

Indemnification for loss of data

This variation applies when indemnification is provided for losses or damages related to the breach of data security or loss of customer data.

If any loss of data occurs due to actions covered by this Agreement, the indemnifying party will be responsible for compensating the indemnified party for any direct and consequential losses, including notification costs, regulatory fines, and reputational damage. The indemnified party must notify the indemnifying party of such losses within [X] days.

Indemnification for breach of environmental laws

This variation applies when indemnification covers breaches related to environmental laws, including violations that result in environmental damage.

The indemnifying party shall indemnify the indemnified party for any costs, damages, and penalties arising from the breach of environmental laws associated with the performance of this Agreement. The indemnified party must notify the indemnifying party of any such breach within [X] days of discovery.

Indemnification for failure to meet service level agreements (SLAs)

This variation applies when indemnification is required for failure to meet the service levels outlined in the Agreement.

If the indemnifying party fails to meet the service levels outlined in this Agreement, they shall indemnify the indemnified party for any financial losses, penalties, or damages incurred as a result. The indemnified party must provide written notice of the failure within [X] days.

This variation applies when indemnification covers employee-related claims, such as wrongful termination, harassment, or employment law violations.

The indemnifying party shall indemnify the indemnified party for any employee-related claims arising from the indemnifying party’s actions under this Agreement. The indemnified party must notify the indemnifying party of such claims within [X] days of receiving any related notification.

This variation applies when indemnification covers legal expenses incurred in enforcing the terms of the contract.

The indemnifying party shall indemnify the indemnified party for any legal costs incurred in enforcing the terms of this Agreement. The indemnified party must notify the indemnifying party within [X] days of commencing any legal action.

Indemnification for failure to provide required notices

This variation applies when indemnification is provided for the failure to provide required notices under the Agreement, such as notifications of default or breach.

The indemnifying party agrees to indemnify the indemnified party for any damages or losses resulting from the failure to provide required notices as specified in this Agreement. The indemnified party must notify the indemnifying party within [X] days of discovering the failure.

Indemnification for penalties from contractual violations

This variation applies when indemnification is provided for penalties incurred due to violations of contract terms.

The indemnifying party shall indemnify the indemnified party for any penalties, fees, or costs resulting from the violation of any term or condition of this Agreement. The indemnified party must notify the indemnifying party within [X] days of receiving notification of such penalties.

Indemnification for misuse of funds clause

This variation applies when indemnification covers the misuse of funds, such as embezzlement or unauthorized spending under the Agreement.

The indemnifying party agrees to indemnify the indemnified party for any damages, fines, or losses resulting from the misuse or misappropriation of funds. The indemnified party must notify the indemnifying party of such misuse within [X] days.

Indemnification for failure to protect intellectual property rights

This variation applies when indemnification covers the failure to protect intellectual property rights.

The indemnifying party agrees to indemnify the indemnified party for any costs or damages arising from the failure to protect intellectual property rights related to this Agreement. The indemnified party must notify the indemnifying party of the infringement or failure within [X] days.

Indemnification for breach of data protection obligations clause

This variation applies when indemnification covers breaches of data protection laws, such as GDPR or CCPA violations.

The indemnifying party shall indemnify the indemnified party for any costs, fines, or claims resulting from breaches of data protection obligations under this Agreement. The indemnified party must notify the indemnifying party of the breach within [X] days of discovery.

Indemnification for claims arising from unauthorized third-party access clause

This variation applies when indemnification covers claims arising from unauthorized third-party access to confidential information or systems.

The indemnifying party shall indemnify the indemnified party for any claims, damages, or losses resulting from unauthorized third-party access to information, networks, or systems under this Agreement. The indemnified party must notify the indemnifying party within [X] days of the breach.

Indemnification for non-compliance with industry-specific regulations clause

This variation applies when indemnification covers non-compliance with industry-specific regulations, such as healthcare or financial services regulations.

The indemnifying party agrees to indemnify the indemnified party for any damages, fines, or penalties arising from non-compliance with industry-specific regulations under this Agreement. The indemnified party must notify the indemnifying party within [X] days of non-compliance.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

Last updated