Third-party liability clause: Copy, customize, and use instantly
Introduction
A third-party liability clause outlines the responsibilities of the parties involved in relation to liability for damages, injuries, or losses caused to third parties as a result of the actions, omissions, or negligence of the parties under the agreement. This clause ensures that one party is protected from the financial consequences of third-party claims, including bodily injury, property damage, and other liabilities arising during the term of the agreement.
Below are templates for third-party liability clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard third-party liability clause
This version includes general third-party liability provisions.
[Party B] agrees to indemnify and hold [Party A] harmless from and against any and all third-party claims, losses, damages, liabilities, or expenses arising from [Party B]'s actions, omissions, or negligence in the performance of this agreement. This includes, but is not limited to, claims for bodily injury, property damage, or intellectual property infringement.
Third-party liability clause with provision for mutual indemnity
This version applies to mutual indemnity.
Both parties agree to indemnify and hold each other harmless from and against any and all third-party claims, damages, liabilities, or expenses arising out of each party's own negligence, misconduct, or breach of this agreement. The indemnity applies to any claims related to bodily injury, property damage, or violation of third-party rights.
Third-party liability clause with provision for insurance coverage
This version applies to insurance coverage.
[Party B] will maintain insurance coverage sufficient to cover any third-party liabilities arising from the performance of this agreement. This includes general liability insurance, professional indemnity insurance, and any other relevant policies. [Party B] will provide proof of insurance upon request by [Party A].
Third-party liability clause with provision for specific exclusions
This version applies to specific exclusions.
[Party B]'s indemnification obligations under this agreement will not apply to any third-party claims arising from [Party A]'s own negligence or misconduct. Additionally, [Party B] will not be responsible for claims related to damages caused by third-party products, services, or acts that are outside of [Party B]'s control.
Third-party liability clause with provision for defense of claims
This version applies to defense of claims.
In the event that a third-party claim is brought against [Party A] due to [Party B]'s actions or negligence, [Party B] agrees to defend [Party A] in such claims, including covering legal fees, court costs, and other related expenses. [Party B] will promptly notify [Party A] of any claims and take necessary action to defend [Party A] in a reasonable manner.
Third-party liability clause with provision for excluding certain types of damage
This version applies to exclusions for certain damage types.
[Party B] will not be responsible for any third-party claims arising from indirect, consequential, or punitive damages, including loss of profits or business interruption, that result from [Party B]'s actions or omissions under this agreement. Liability for these types of damages is excluded.
Third-party liability clause with provision for ensuring third-party claims are covered
This version applies to ensuring coverage for third-party claims.
[Party B] will ensure that all third-party claims arising from [Party B]'s operations are covered by sufficient liability insurance. This insurance will provide coverage for property damage, bodily injury, or other claims resulting from [Party B]'s activities under this agreement.
Third-party liability clause with provision for joint liability in case of shared responsibility
This version applies to joint liability.
In cases where both parties share responsibility for third-party claims, [Party A] and [Party B] agree to jointly bear the liability for any claims, damages, or expenses arising from their mutual actions, omissions, or negligence in connection with this agreement.
Third-party liability clause with provision for extending indemnification to affiliates
This version applies to affiliates.
[Party B] agrees to indemnify and hold harmless [Party A], its affiliates, subsidiaries, officers, employees, and agents from any third-party claims, damages, or liabilities arising from [Party B]'s performance under this agreement. This includes claims for bodily injury, property damage, or intellectual property infringement.
Third-party liability clause with provision for timely notice of claims
This version applies to timely notice.
[Party B] agrees to notify [Party A] immediately in the event a third-party claim arises, providing all necessary information and cooperating in the defense of the claim. Failure to notify [Party A] in a timely manner may limit [Party B]'s liability under this indemnification clause.
Third-party liability clause with provision for covering environmental claims
This version applies to environmental claims.
[Party B] will indemnify and hold [Party A] harmless from any third-party claims arising from environmental damage, including pollution, contamination, or spills, caused by [Party B] in the course of performing this agreement. [Party B] will maintain insurance to cover such claims.
Third-party liability clause with provision for governing law and jurisdiction
This version applies to governing law.
Any third-party claims arising under this agreement will be subject to the laws and jurisdiction of [specified jurisdiction]. Both parties agree to cooperate in resolving third-party claims in accordance with the legal framework of the designated jurisdiction.
Third-party liability clause with provision for limitations on indemnification
This version applies to indemnification limitations.
[Party B]'s indemnification obligations under this agreement shall be limited to claims arising from the negligence or wrongful acts of [Party B] and will not cover damages resulting from third-party actions outside the control of [Party B], including those caused by force majeure events.
Third-party liability clause with provision for risk mitigation
This version applies to risk mitigation.
[Party B] agrees to take all reasonable measures to mitigate any risks that may lead to third-party claims. This includes complying with all applicable safety standards, regulations, and industry best practices to minimize the likelihood of harm or damage to third parties during the course of performing the work.
Third-party liability clause with provision for securing legal defense costs
This version applies to legal defense costs.
[Party B] will be responsible for covering all legal defense costs associated with third-party claims brought against [Party A] due to [Party B]'s actions, omissions, or negligence under this agreement. This includes legal fees, court costs, and any other related expenses.
Third-party liability clause with provision for waiving claims against [Party A]
This version applies to waiver of claims.
[Party B] agrees to waive any third-party claims against [Party A] arising out of or in connection with this agreement, except in cases where [Party A] has acted negligently or unlawfully. This waiver of claims does not extend to any third-party liabilities that [Party A] may be independently responsible for.
Third-party liability clause with provision for indemnification from subcontractors
This version applies to subcontractors.
[Party B] will ensure that any subcontractors hired to perform work under this agreement agree to indemnify and hold harmless [Party A] from any third-party claims arising from the subcontractors' actions, omissions, or negligence. [Party B] will be responsible for enforcing this provision with its subcontractors.
Third-party liability clause with provision for the scope of indemnification
This version applies to the scope of indemnification.
The indemnification provided by [Party B] under this agreement shall cover all third-party claims, damages, losses, and liabilities arising from [Party B]'s performance of the work, including any claims for property damage, bodily injury, and legal costs resulting from such incidents.
Third-party liability clause with provision for mutual cooperation in defending claims
This version applies to cooperation in defending claims.
Both parties agree to cooperate in defending any third-party claims brought against them in relation to this agreement. Each party will provide reasonable assistance to the other, including sharing relevant documents and providing witnesses, to ensure an effective defense.
Third-party liability clause with provision for damages from product defects
This version applies to product defects.
[Party B] will indemnify and hold [Party A] harmless from any third-party claims arising from defects in products provided or manufactured by [Party B] during the performance of this agreement. This indemnification includes any claims for injury, death, or property damage caused by defective products.
Third-party liability clause with provision for recovery of legal costs
This version applies to recovery of legal costs.
[Party B] agrees to reimburse [Party A] for all legal costs incurred in defending third-party claims brought against [Party A] arising from [Party B]'s negligence or misconduct under this agreement. This includes all reasonable legal fees, costs, and other expenses associated with the defense of the claim.
Third-party liability clause with provision for ensuring compliance with industry regulations
This version applies to regulatory compliance.
[Party B] will ensure that all activities under this agreement comply with relevant industry regulations and standards. Any third-party claims arising from [Party B]'s failure to comply with such regulations will be indemnified by [Party B], including claims for damages, fines, and penalties.
Third-party liability clause with provision for the indemnity period
This version applies to the indemnity period.
[Party B] agrees to indemnify [Party A] for any third-party claims arising during the term of this agreement and for a period of [specified time] following the termination of the agreement. This indemnity covers claims related to activities conducted during the term of this agreement.
Third-party liability clause with provision for exclusions for certain third-party claims
This version applies to exclusions.
[Party B]'s indemnification obligations under this agreement do not extend to third-party claims arising from claims that are the result of [Party A]'s misconduct, negligence, or breach of this agreement. This clause excludes claims related to intentional harm or unlawful actions by [Party A].
Third-party liability clause with provision for providing immediate notice of third-party claims
This version applies to providing notice.
[Party B] will provide [Party A] with immediate written notice of any third-party claims, lawsuits, or legal proceedings that may arise out of the performance of this agreement. This notice will include all relevant details and documentation to allow [Party A] to assess the potential impact.
Third-party liability clause with provision for subrogation rights
This version applies to subrogation rights.
[Party B] waives any rights to subrogation against [Party A] for any third-party claims, meaning that [Party B]'s insurance provider cannot pursue [Party A] for recovery of costs in the event that a claim is covered under insurance.
Third-party liability clause with provision for waiving claims for indirect damages
This version applies to indirect damages.
[Party B] agrees to waive any third-party claims for indirect, consequential, or punitive damages arising from the performance of this agreement. The indemnity provided by [Party B] will cover only direct damages resulting from negligence or breach of contract.
Third-party liability clause with provision for providing legal defense resources
This version applies to legal defense resources.
[Party B] agrees to provide legal defense resources, including access to legal counsel and experts, for [Party A] in defending any third-party claims that arise from [Party B]'s actions under this agreement. [Party B] will bear the costs of defense, including any legal fees incurred.
Third-party liability clause with provision for third-party claims arising from intellectual property infringement
This version applies to intellectual property claims.
[Party B] will indemnify and hold [Party A] harmless from any third-party claims, damages, or liabilities arising from the infringement of third-party intellectual property rights, including patents, trademarks, copyrights, or trade secrets, resulting from [Party B]'s performance under this agreement.
Third-party liability clause with provision for shared liability for third-party claims
This version applies to shared liability.
In the event that a third-party claim arises from the combined actions or negligence of both parties, [Party A] and [Party B] agree to share the liability for the claim in proportion to their respective responsibility for the damage or injury caused.
Third-party liability clause with provision for excluding liability for third-party claims caused by force majeure
This version applies to force majeure.
Neither party shall be liable for any third-party claims arising from circumstances beyond their control, including force majeure events such as natural disasters, war, strikes, or government actions. In such cases, the indemnification obligations of the parties will be suspended until the event has concluded.
Third-party liability clause with provision for ensuring financial responsibility for third-party claims
This version applies to financial responsibility.
[Party B] will maintain sufficient financial reserves or insurance coverage to meet any liabilities arising from third-party claims related to the performance of this agreement. This ensures that [Party B] is financially capable of covering any damages, legal fees, or settlements related to such claims.
Third-party liability clause with provision for monitoring the resolution of third-party claims
This version applies to monitoring claims resolution.
[Party B] will monitor the resolution of any third-party claims that arise in connection with this agreement and will keep [Party A] informed of the progress. [Party B] will take all necessary steps to resolve claims promptly and fairly, in consultation with [Party A].
Third-party liability clause with provision for limiting liability for third-party claims
This version applies to limiting liability.
[Party B]'s liability for third-party claims arising under this agreement will be limited to the total amount paid by [Party A] to [Party B] under this agreement. [Party B] will not be liable for any amount exceeding this limit, regardless of the nature of the claim.
Third-party liability clause with provision for the extension of indemnification to employees and agents
This version applies to employees and agents.
[Party B] agrees to extend its indemnification obligations to include the directors, officers, employees, and agents of [Party A], ensuring that these individuals are protected from third-party claims arising from [Party B]'s actions under this agreement.
Third-party liability clause with provision for cooperation in third-party claim investigations
This version applies to cooperation in investigations.
Both parties agree to fully cooperate in any third-party claim investigations, providing all necessary documentation, access to relevant personnel, and other resources. Each party will act in good faith to assist the other in resolving claims as efficiently as possible.
Third-party liability clause with provision for excluding liability for third-party claims arising from third-party negligence
This version applies to third-party negligence.
[Party B] will not be held liable for any third-party claims, damages, or losses arising from the negligence, misconduct, or failure of a third party, including suppliers, contractors, or customers, in the course of performing their duties under this agreement.
Third-party liability clause with provision for covering third-party property damage
This version applies to third-party property damage.
[Party B] agrees to indemnify and hold [Party A] harmless from any third-party claims arising from property damage caused by [Party B]'s actions, omissions, or negligence while performing work under this agreement. This includes any damage to third-party property caused by tools, equipment, or materials used by [Party B].
Third-party liability clause with provision for claims arising from subcontractor activities
This version applies to subcontractor activities.
[Party B] will ensure that any subcontractors hired to perform work under this agreement are covered by liability insurance and indemnify [Party A] for any third-party claims arising from the actions or negligence of those subcontractors.
Third-party liability clause with provision for governing third-party claims under arbitration
This version applies to arbitration.
Any third-party claims arising from the performance of this agreement will be governed by the arbitration provisions set forth in this agreement. Both parties agree to submit to arbitration any disputes related to third-party claims and to abide by the arbitrator’s decision.
Third-party liability clause with provision for excluding liability for non-physical third-party claims
This version applies to non-physical claims.
[Party B] will not be liable for third-party claims that do not involve physical injury or property damage, including claims related to reputation, loss of business, or emotional distress, unless directly caused by [Party B]'s gross negligence or willful misconduct.
Third-party liability clause with provision for covering third-party claims in the event of breach of contract
This version applies to breach of contract.
[Party B] agrees to indemnify and hold [Party A] harmless from any third-party claims resulting from a breach of contract by [Party B] in the performance of this agreement. This includes any damages or legal fees incurred by [Party A] in defending such claims.
Third-party liability clause with provision for setting up a fund for third-party claims
This version applies to setting up a fund.
[Party B] will set aside a dedicated fund to cover any potential third-party claims arising from the performance of this agreement. This fund will be used to settle claims, legal expenses, and other liabilities, ensuring that both parties are protected.
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.