indemnification
Indemnification is a contractual mechanism by which one party agrees to reimburse another for certain losses or liabilities. In a typical indemnification provision, the indemnitor undertakes to compensate the indemnitee for claims, damages, losses, and defense costs arising from specified events, such as the indemnitor’s negligence, a breach of contract, or the use of a product or service supplied by the indemnitor. The indemnified party is the indemnitee, and the party promising compensation is the indemnitor. The obligation may extend to third-party claims, settlements, judgments, and related defense costs, and may be limited to events tied to specific activities or products. Indemnification is a contractual risk-transfer mechanism and is distinct from insurance; while insurance provides coverage funded by an insurer, indemnification is a direct promise within a contract and may be supported by insurance but remains a separate obligation.
Typical provisions include notice of a claim, control of defense, cooperation requirements, and consent to settlements.
The availability and scope of indemnification can vary by jurisdiction. In some places, indemnity clauses related