Remove word in the Indemnification Agreement

Aug 6th, 2022
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How to remove word in the Indemnification Agreement

5 out of 5
35 votes

theres something in contracts that Ive seen lately thats kind of unfair sck around to the end and Ill give you a clause that will fix that and it has to do with indemnification I know I know I know very legal jargony sounding but think of indemnification as repayment and a lot of times in a lot of contracts indemnification is really one-sided in other words I have to repay you if theres damage from my bdocHubing of this contract but you dont have to repay me if you bdocHub this contct contract not fair so the fix is a mutual indemnification clause and heres an example you can screenshot it if you want or save this for later

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Traditionally, in private MA, there is a liability Cap on non-fundamental representations (less core promises - see prior post). In short, a Cap on indemnity refers to the maximum liability a seller will have if they misrepresented non-fundamental representations.
Every effort should be made to tie your indemnity obligation to your negligent or intentional misconduct, but even if you must agree to indemnify the owner against risks arising from the lease or your occupancy, insertion of the words to the extent can narrow the scope of the indemnity agreement.
An indemnification cap, or cap on an indemnity clause , is a cap on liability. It represents the obligation of a seller to a buyer against bdocHubes of reps and warranties. This cap is the maximum liability under the indemnification stipulations and is stated to a specific dollar amount.
For example, if a company is entering into a contract with a vendor and wants to protect itself against the risk of a lawsuit, it may include an indemnification cap in the contract to limit the total amount it would have to pay the vendor in the event of a loss.
Indemnification clauses usually include an exception, for example due to an Indemnified Partys fault. Such exceptions are framed with language like, unless such liability or loss is the result of Party Bs sole negligence or willful misconduct.
Indemnification clauses appear in nearly all commercial agreements. They are an essential risk allocation tool between the parties, and as such, they are one of the most commonly and heavily negotiated provisions in a contract.
An Indemnification Cap is a contractual provision, or more likely, a series of contractual provisions, that limits the damages purchaser could recoup from a seller through indemnification following a private sale or purchase of a company.
Without an indemnity clause, a party may bring a claim for damages resulting from the other partys bdocHub of contract, subject to any liability cap agreed between them on a commercial basis.

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