When navigating the complexities of agreements in New York, it’s important to understand the legal definition of “indemnify.” Generally speaking, in the simplest of terms, “indemnify” means to reimburse another party for a loss or injury they sustained while using, possessing, or owning something you provided to them. What does indemnify mean more precisely in terms of New York law, and what considerations should businesses bear when seeking experienced legal counsel?

Indemnify is commonly used in contractual agreements, and essentially serves as an agreement between two parties that one will be held harmless as a result of the actions of the other. It is an agreement that one party will compensate for any potential losses sustained by the other party involved in the contract. New York holds any agreement to indemnify subject to the parties’ intentions as they are outlined in a written agreement. Generally, New York recognizes indemnification obligations and holds the indemnified party harmless for any liabilities or losses for which it has been held vicariously liable.

When creating a contractual agreement, such as a vendor agreement, it’s important to review definitions related to liability and indemnification in the state of New York to ensure that any financial losses are avoided. In the event of litigation, indemnification could prove important for protecting a company’s interests.

In New York, indemnification is defined in Section 5-3.1 of the General Obligations Law, which reads, “Every agreement, promise or undertaking is void, unless it or some note or memorandum thereof be in writing and subscribed by the party to be charged therewith.” This is known as the “statute of frauds,” and is important for understanding how contractual obligations can be fulfilled. The same principle applies in terms of indemnification, in that any agreement must be in writing and subscribed by the party to be charged with an indemnification obligation.

When acting as an indemnitor, or the party offering an indemnification obligation, it’s important to note that any sums that are to be paid cannot exceed the actual amount of the liability, losses, or expenses. In New York, an indemnitor must make payment per an agreed-upon schedule, as a lump sum, or as a set amount for each hour worked or treat the indemnified party as a third-party beneficiary with standing to sue for breach of contract.

For businesses seeking experienced counsel who understand the intricacies of New York law, UpCounsel is an excellent choice. With its platform of experienced lawyers, UpCounsel has been utilized by companies ranging from small businesses to Fortune 1000, providing quality legal services at an affordable rate. Boasting attorneys with an average of 14 years of experience, UpCounsel also provides its clients with access to profiles containing client ratings and reviews of recent work, offering businesses seeking legal counsel an opportunity to preview past successes and make an informed decision.

Understanding indemnify in the state of New York is key to avoiding any liability or losses from contractual agreements. With its network of experienced counsel, UpCounsel has the resources available to help navigate the complexities of indemnify agreements, as well as other business related legal matters.



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