Put All the Contract's Indemnities in One Section

Why Indemnities Should Be in One Contract Section

Some contracts litter indemnities throughout the document. They add indemnity obligations next to random contract obligations and warranties.

I don't like this approach. I prefer to keep all the indemnities in one section.

Here's why.

Most indemnification provisions include more than just the basic obligation to indemnify. They provide details about covered claims, exclusions, procedures, and mitigation.

How Scattered Indemnities Affect Liability Caps

If there are random indemnity provisions in other places, are they subject to these terms too? It usually is unclear.

Another reason is it creates confusion around what's excluded from the liability cap.

Some liability caps exclude "the indemnification obligations in Section 12," If you have indemnities outside that section, you have some indemnities with caps and others without.

Others liability caps are written as "the indemnification obligations in this Agreement." Then you have uncapped all those random indemnities you may have forgotten about.