I’m back after a welcome change of offices from a Regus location to a separate and more customer-friendly local shared office space location.  I thought I’d jump back into posting with a series of construction contract-related posts, the first of which relates to indemnification clauses.

An indemnification clause in a contract obligates one party (the Indemnitor) to take on liability (read pay for) any damages to another party (the Indemnitee) under certain circumstances. In a construction context, this type of arrangement can arise in a bonding context with a general indemnity obligation to the surety among other contexts outside of the four corners of any prime or subcontract.  I will not be discussing those other contexts and will focus on the typical indemnity clause found in most if not all, construction contracts.  These clauses most often state that the “downstream” party is to indemnify all of the upstream parties for any and all damages incurred by the indemnitees due to any action of the downstream party, its employees, subcontractors, sub-subcontractors, etc. The clauses are often not limited in scope and generally include attorney fee provisions and generally require indemnity for breaches of contract by their terms. Continue Reading