Indemnification clause employment contract

What is an indemnification clause? Are indemnification provisions enforceable? What are the different types of indemnity clauses? Indemnification of Employee.

The Company shall, to the maximum extent permitted by law , indemnify and hold Employee harmless for any acts or decisions made in good faith while performing services for the Company.

To the same extent, the Company will pay, and subject to any legal limitations, advance all expenses, including reasonable attorneys’ fees and costs of court-approved settlements, actually and necessarily incurred by Employee in connection with the defense of any action, suit or. An indemnity provision can be negotiated into an employment contract to provide the executive with an enforceable right to have the company cover all expenses if the executive is sued in connection with the executive’s current or previous employment with the company. When the company agrees to indemnify the executive, he or she will not be personally responsible for any debts or liability incurred while acting on behalf of the company.

The parties to this Agreement agree that JACC is an independent contractor and shall not, under any circumstances, be deemed an employee of the City. An indemnification provision, also known as a hold harmless provision, is a clause used in contracts to shift potential costs from one party to the other. Notwithstanding any contrary provision contained in this Agreement , any election hereunder or any termination of this Agreement , and whether or not this Agreement is otherwise carried out, the provisions of Section shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

When an indemnification clause is inserted into a contract , it is meant to transfer risk between the contracted parties.

In most cases, these clauses are used to make sure that a potential loss will be compensated. Subject to Section 13. A Standard Clause providing for unilateral or mutual indemnification and defense in a sale of goods or services transaction. This Standard Clause addresses the duty to compensate and defend for losses incurre with optional hold harmless language, common exceptions to indemnification , notice of indemnification , control of defense, a liability basket, a liability cap, indemnification as a sole.

SAMPLE CONTRACT CLAUSE Consultant agrees, to the extent permitted by law, to indemnify and hold harmless but shall have no obligation to defend the Client and its officers, directors and employees (collectively “Client”) from and against liability for damages to the extent actually caused by the negligent acts, errors or omissions of Consultant and its subconsultants, or anyone for whom the Consultant is legally liable, in the performance of professional services under this Agreement. This language is included in cases where there is a possibility of loss or damage to one party during the term of, or arising from the circumstances of, the contract. In my law practice covering executive employment contracts, I see too infrequently a provision requiring an employer to indemnify an executive for any costs, expenses, liabilities, and losses incurred by the executive in the performance of his duties with the company. Usually, the indemnification arises in the context of litigation costs.

Physicians might be required to reimburse the hospital for all expenses if the hospital is later named as a defendant in a legal action. Delete the indemnification clause from the contract. Company was required to indemnify the Contractor in case of liability under this contract that exceeded the aggregate amount of payments the Contractor would receive under. Employment Contract is that form of contract for personal service which the courts recognize as expressing the social relationship of employer and employee as opposed to other relationships. An indemnity agreement (sometimes called a hold harmless agreement can be a contract or a section of a contract.

In these cases, an indemnity agreement is contract language that indemnifies (holds harmless) one of the parties in a contract for specific actions that might cause damage to the other party. This Note defines indemnification and explains how parties often use indemnification to allocate risk. The scope and effect of an indemnity depends mostly on the intention of the parties and the way it is drafte so make sure you pay great attention to it when you enter into a contract.

BACKGROUND Of all the contract clauses in professional services agreements, indemnification clauses have the most significant liability implications. The indemnity clause is industry standard and a part of your standard contract. Your contract contains a clause that requires the student to indemnify you and hold you harmless if the student fails to improve his or her grades in school.

These kinds of provisions are standard in many consulting contracts. They can be extremely valuable or extremely dangerous in your contract. Therefore, it is very important to understand and use them intelligently. The important clauses in a contract of employment are appointment, term of the employment , responsibility, remuneration, payment of salary, sickness and disability, termination, confidentiality, indemnification , notice, restrictive obligations, choice of law and jurisdiction. A medical malpractice insurance policy is a form of indemnification where the insurer agrees to pay for all the defense costs and any judgment rendered against a physician.

Ten years ago, indemnification clauses were virtually nonexistent in physician employment contracts.