Nexus in Indemnification Provisions

Nexus is the law's way of saying a connection. In contracts, we use nexus to identify how closely related two things must be to create an obligation. 

With indemnification, we ask how closely connected the act by the indemnifying party (such as its negligence) has to be with the damage suffered by a third party making a claim against the indemnified party.

If there is no nexus, there is no indemnification obligation. Our nexus wording acts as a lever.

If you want to narrow the scope (as many indemnifying parties prefer to do), use narrower nexus words. With narrow nexus language, the indemnification obligation only arises if it fits in this small window. Typical narrow nexus phrases are "directly caused by" or "to the extent caused by."

If you want to broaden the indemnity scope (as many indemnified parties want to do), make the nexus words more inclusive. We can create an indemnification obligation even if there is a more remote connection. These broader phrases include "in any way arising from or related to."