Construction Contract Indemnity Clause

A Construction Contract Indemnity Clause is an indemnity clause found in a construction contract to represent a construction contract indemnity obligation (where the contractor is obligated to indemnify the client for any damages caused by the contractor's negligence).

• Context:
  • It can (often) aim to protect parties from Contract-Related Financial Losses in construction projects.
  • It can range from being a Real Construction Contract Indemnity Clause (intended for a real construction contract) to being a Simulated Construction Contract Indemnity Clause.
  • It can range from being a Narrow Construction Contract Indemnity Clause to being a Broad Construction Contract Indemnity Clause.
  • It can include various Construction Contract Indemenity Clause Provisions, such as:
    • Construction Contract Indemnifying Party Provision: often, the contractor.
    • Construction Contract Indemnified Party Provision: often, the client.
    • Construction Contract Indemnification Event Provision: such as negligence by the contractor's personnel.
    • Construction Contract Indemnity Scope Provision: such as loss, damages, injury, liability, suits, proceedings.
    • Construction Contract Duty to Defend Provision: such as duty to save harmless
    • …
  • …
• Example(s):
  • “The Contractor shall indemnify and hold harmless the Client from and against all liabilities, damages, and costs (including settlement costs) arising out of the Contractor's willful misconduct or negligence during the construction project.".
    • Construction Contract Indemnified Party Provision - Client
    • Construction Contract Indemnifying Party Provision - Contractor
    • Construction Contract Indemnification Event Provision - willful misconduct or negligence during the construction project
    • …
  • “CONTRACTOR agrees to indemnify, save harmless, and release DISTRICT, and all its officers, agents, volunteers, and employees from and against any and all loss, damages, injury, liability, suits, and proceedings arising out of the performance of this contract which are caused in whole or in part by the acts or negligence of CONTRACTOR's officers, agents, volunteers, or employees, but not for claims arising from DISTRICT's sole negligence.".
    • Construction Contract Indemnified Party Provision - DISTRICT, its officers, agents, volunteers, employees
    • Construction Contract Indemnifying Party Provision - CONTRACTOR
    • Construction Contract Indemnification Event Provision - negligence by CONTRACTOR's personnel
    • Construction Contract Indemnity Scope Provision - loss, damages, injury, liability, suits, proceedings
    • Construction Contract Indemnity Exclusions Provision - DISTRICT's sole negligence
    • Construction Contract Duty to Defend Provision - duty to save harmless
    • …
  • “Contractor shall indemnify, defend and hold harmless Owner against all damages, liabilities, losses, claims, fines and penalties, and expenses arising out of or resulting from the performance of the Work, but only to the extent caused by the negligent acts or omissions of Contractor, its subcontractors, or anyone directly or indirectly employed or contracted with Contractor.".
  • “The Subcontractor shall defend, indemnify, and hold harmless the Contractor, the Owner, the Architect, and their agents, consultants and employees from and against all claims, damages, losses and expenses arising out of or resulting from the performance of the Subcontractor’s Work, provided that any such claim, damage, loss or expense is attributable to bodily injury, sickness, disease, death or injury to or destruction of tangible property, and is caused by any negligent act or omission of the Subcontractor or anyone directly or indirectly employed by the Subcontractor or anyone for whose acts the Subcontractor may be liable."
  • …
• Counter-Example(s):
  • a Rental Agreement Indemnity Clause, where the tenant agrees to indemnify the landlord for property damage is not a construction contract indemnity clause.
  • a Software Licence Agreement Indemnity Clause.
• See: Construction Contract, Hold Harmless Clause, Limitation of Liability Clause.

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