Jurisdiction(s):
United Kingdom

Key definition

Indemnity clause definition

What does Indemnity clause mean? An indemnity clause is a contractual risk-allocation provision under which one party agrees to reimburse (and often hold harmless) another for specified losses, liabilities, costs and expenses, including third-party claims. It is not defined in statute; its effect is determined by common law principles of contractual interpretation across England & Wales, Scotland, Northern Ireland and Ireland, where usage is consistent. Key features include the scope of covered losses, the triggers (breach, acts/omissions or defined risks), caps, procedures for defence of claims, and recovery of legal costs. Courts construe indemnities by their wording; clear words are needed to cover a beneficiary’s...

Construction settlement agreement: mutual indemnity, non-circumvention and third-party claims clauses (with death/personal injury and negligence/wilful misconduct exclusions)

Published by a LexisNexis Construction expert

Precedents

Except for liability for death or Personal injury, each party shall indemnify, and keep indemnified, the other against all Costs and losses (including legal fees) from any future claims, actions or proceedings about the Dispute, in whole or in part, that it or its associated companies, officers, directors, agents or affiliates may bring against the other party or its associated companies, officers, directors, agents or affiliates.
The parties shall not take, authorise, procure or permit any act intended to frustrate this Settlement Agreement.
Each party shall indemnify, and keep indemnified, the other for all costs and damages (including legal expenses) incurred in any future actions, claims or proceedings by [ insert specific third parties ] concerning the [ Dispute, or any part of it, OR Contract ], where liability mirrors the losses covered by this Settlement Agreement. Such sums are payable only insofar as they relate to claims arising from the [ matters which have been settled in this Settlement Agreement ], and not to unrelated claims [ the third party ] may have. This indemnity excludes liability for death or personal injury [ or where a claim arises from the indemnified party’s negligence or wilful misconduct ]...

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Web page updated on 22/05/2026

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