When it comes to understanding the complex legal language associated with contracts, understanding the definition of "indemnify" is particularly important. Understanding indemnification involves understanding the concept behind indemnifying an individual or group, as well as the legal implications it can have if done improperly or inappropriately. Indemnity agreements can be found in many contracts and the legal ramifications of these agreements should be carefully considered before signing any contract that contains indemnity provisions.

As with most legal issues, the terms and conditions of dealing with indemnification vary from one jurisdiction to another, with state or federal laws having an impact on how such agreements are recognized and interpreted in the court of law. As such, the advice of an experienced attorney based in Chicago specializing in contract and business law is essential to ensure that the terms of indemnity are applied properly and accurately.

In this article, we’ll discuss what indemnify means, why it’s included in contracts, what can qualify as indemnification, and more.

What Does Indemnify Mean?

Put simply, "indemnify" means to protect an individual or group from liability, loss, or damages. In a legal context, indemnification is the process of protecting someone from legal responsibilities, a practice that is used frequently in contracts. It involves one party agreeing to assume the legal responsibility of another, thereby absolving them of any potential legal liability associated with a particular action or occurrence.

The term "indemnify" is derived from the Latin verb "indemnitum," which means "security against loss" or "safety from harm." Originally, indemnification was used in real estate transactions when a buyer and seller exchanged compensation and property respectively. However, today, it is usually found in all types of business, corporate, and real estate contracts.

Why is Indemnity Included in Contracts?

Indemnity agreements are intended to ensure that all parties involved are adequately protected in the event of any loss, damage, or legal responsibility. For example, a contractor and a client may enter into an indemnity agreement so that the contractor is not held accountable for any mistakes made or delays caused due to the actions of the client.

In some cases, a party may also be asked to indemnify another despite not being directly responsible for the situation. This is done to protect the other party and limit the extent of any possible liability from the other entity, thereby ensuring that a situation does not get worse.

What can Qualify as Indemnification?

When drafting an indemnity clause, the specific language used will depend on the parties involved and the scenario in which the indemnification is being requested. However, there are generally three main elements of an indemnity agreement:

1. Parties: Who is indemnifying another party and who is the party being indemnified?

2. Damages: Scope of the liabilities that the indemnifying party is to assume.

3. Indemnification Amount: The amount of liability that the indemnifying party is to assume and the extent of that liability.

The indemnifying party should be fully aware of the amount of liability they are agreeing to before signing an agreement so that they are able to adjust their risk management and ensure they are adequately protected in the event of a loss.


Indemnity agreements can be found in a variety of contracts and are an important component when it comes to limiting legal responsibilities. It involves one party agreeing to assume the legal responsibility of another, protecting them from potential losses or damages associated with a particular action or occurrence.

When drafting an indemnity clause, the language should be tailored to the specific situation and the parties involved. Understanding these clauses and being aware of the potential legal implications is essential for any business or individual engaging in contracts. Those based in Chicago should seek counsel from experienced attorneys who understand local regulations to ensure that their rights and responsibilities are adequately protected.



Indemnity Definition,

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