What is Indemnification | Indemnification Clauses and Indemnity Explained

[@arizafrmaustin]

Best explanation I’ve come across. Thank you!

[@independentc4348]

You’re the best at explaining this!!!

[@spectershore4482]

So surprised that we can find high quality law content on youtube! The sharing was so accurate! You're amazing ! Thanks from Paris, c'était incroyable !! 😃🇨🇵👍🏾

[@ElizabethPW]

Bonjour ! De rien ! :)

[@Esther-xh3ls]

Very informative and you put it in simple terms which is nice. I deal with indemnifications at work and I know how confusing they can be, as you so kindly explained. Thank you.

[@manasibaviskar50]

Hi Elizabeth, Thanks for creating such an informative video. It really helped me! I wanted to know about third-party claims. Usually the client wants to keep the indemnity open for both inter-se as well as the third-party claims however vendors mostly try to limit indemnity provision to third-party claims. How would you defend the clients asks? Or anything guidance on this part would be really helpful.

[@nishantkashyap4167]

Very well explained!

[@0Eliza0]

Wow! Breaking down indemnification was...something Else. It must be hard jot to add your own opinion or make guesses about the future. You are impressive. Thank You.

[@ElizabethPW]

Thanks!

[@Montanho09]

This was great, just what I was looking for. Thank you so much for your videos!

[@ElizabethPW]

You're very welcome!

[@ajantamoushumi2204]

Thank you for such a wonderful and digestible explanation of such a complex contract law concept. My question is, does the duty to defend automatically that party a right to assume and control the defense of the third-party suit? I often read, "Company X reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Company Y". Does AT ITS OWN EXPENSE makes sure that Company X can have exclusive control? Can Company X legally demand exclusive control even if Company Y is paying for, for example, a lawsuit?

[@ElizabethPW]

Hm well once you get to the particulars of an indemnification clause, you need to look at the statutes & cases in the state of your choice-of-law clause. But generally if you want exclusive control, then the contract should say exclusive control. Just because you are paying for something does not mean you have control -- the important aspect of any contract is to state what you agree to as specifically and non-vague as possible.

[@robertabboud3765]

Hi Liz In the case of this clause of Indemnification I am not holding the state to account is that correct. Upon receipt of funds (either ACH or negotiation of check) for payment of this claim, you are certifying that your claim is valid and just, that all statements herein are true and correct, and that you will indemnify and hold harmless the State, its officers and employees, from any other valid claim to the property.

[@ElizabethPW]

I don’t understand your question. But yes in that clause you are indemnifying the state

[@robertabboud3765]

@@ElizabethPW Thanks Liz I believe you answered my question That the state are not held accountable for the acquisition of my funds I won’t name the organisation what evolved was my account was deemed inactive, and no communication was received, all my funds were transferred to the state, I Discovered this when I checked my account, This was no small amount.. Kind regards Rob

[@chrissoto5714]

very helpful! Question how about when it comes to music or buying an instrumental for example if the agreement reads : Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable attorney's fees, arising of or resulting from a claimed breach of any of Licensee's representations, warranties or agreements hereunder... . is the something I can agree to ?

[@ElizabethPW]

That's fairly standard wording, you are agreeing to indemnify them for your breaches of the contract, so if you violate something and it harms a third party. It's better when it is mutual (where you both indemnify each other) but this is probably a form agreement where you can't go back and negotiate.

[@dineshdeokar6637]

Very simple and lucid language. It helps me to understand basics

[@ElizabethPW]

Great to hear!

[@AndrewMillerVideo]

Hello Elizabeth. Thank you so much for sharing this information! Currently in a situation with a client where the relationship has gone a bit sour. I have an indemnification clause in our contract with no survival language. I'm wondering if that means that, if I terminate the contract with this client, if they are able to then attempt a lawsuit with my company.

[@ElizabethPW]

Hm not sure exactly the situation but generally if you terminate a contract with a client, the client can sue you for breach of contract or whatever -- the indemnification applies more if a third party sues you for what the client did (or sues the client for what you did)

[@AmericanTravelers]

Leases are bilateral? So what the leasee is signing to the lessor is obligated to the same?

[@ElizabethPW]

You can draft the indemnification either way

[@lowqualitymemes9166]

Hi thanks for the video, I had one question, Im leaving my friend’s company/startup, I have agreed transferring my shares to her. And In the leaving contract its written “ The Benificiary(Me) saves Harmless and indemnifies the Trustee(Her) in her capacity as director and shareholder from all costs, claims, demands or damages that may be made or claimed against them in their capacity as director and/or shareholder of the company and acting in accordance with the deed” can you please explain this?

[@ElizabethPW]

These kinds of indemnification provisions are to protect the other owner personally. Here, if someone sues her personally for something you did personally, then you are required to be accountable for any damages.

[@lowqualitymemes9166]

@@ElizabethPW Thank you for your response, I got the indemnity clause removed so hopefully I will not be charged for future claims

[@fahadmukhtar1124]

"TRANSFER OF OUTSTANDING AMOUNT AND BALANCE OF DEPOSIT " Please make 1 video on this , thanks.

[@ElizabethPW]

Not sure what you are asking about, that wording in a contract? It's not really a general topic for a video, but something that has to be evaluated one-on-one by reading the entire specific contract.

[@learninglawwithdeb7290]

Very helpful

[@ElizabethPW]

Glad to hear that

[@lilmama2badd]

This was a very helpful video. Thank you!

[@ElizabethPW]

Glad it was helpful!