Indemnity: contract clause
Indemnity clause for a contract, where one party will indemnify the other party for loss or damage. Alternative forms of clause depending on the context, including a mutual indemnity, a breach of contract indemnity and a third-party claim indemnity.
Read more
When do I use this document?
- for an indemnity clause to be included in a contract
- for a contract governed by English law
What are the key features?
- alternative forms of indemnity wording:
- indemnity from one party in favour of the other party
- mutual indemnity from both parties in favour of the other
- indemnity for breach of the underlying contract
- indemnity for potential loss arising from a third party claim
- wording for conduct of third party claims
What else do I need to know?
An indemnity is a contractual undertaking given by one party (the indemnifier) in favour of another party (the indemnified party or beneficiary) under which the indemnifier agrees to pay to the indemnified party the amount of any loss or damage which the indemnified party suffers as a consequence of a specified event.
The specified event might be:
- the breach of contract by the indemnifier
- liability of the indemnified party to a third party in relation to a specified event or circumstance
- a claim by a third party for loss or damage caused by the indemnifier’s breach of contract
Unlike other contractual obligations (and depending on the wording of the indemnity), an indemnity is not subject to legal rules and limitations regarding to the foreseeability of loss or the remoteness of damages which can be recovered by the beneficiary. In addition, the beneficiary is not legally obliged to mitigate its loss.
As a result and in exchange for agreeing to give the indemnity, the indemnifier may require that the beneficiary takes certain actions in relation to a claim or event which might give rise to a claim under the indemnity being made. These actions include:
- the notification of a claim from a third party in relation to the indemnified obligation
- an obligation on the indemnified party to take action required by the indemnifier to defend a third party claim
- allowing the indemnifier to take legal action in the name of the indemnifier to defend the third party claim
When do I use this document?
- to approve a change to the company’s name
- when the resolution is proposed as a written shareholder resolution
- if the resolution is to be approved at a general meeting, in conjunction with our template general meeting notice Shareholder meeting notice
What are the key features?
- special resolution to be passed as a written resolution
What else do I need to know?
A private limited company’s name must end with “Limited” or “Ltd” or (in the case of a Welsh company) the Welsh equivalents “Cyfyngedig” and “Cyf”. There is an exception for charities.
Under the Companies Act 2006, a company can change its name by special resolution of shareholders. Alternatively, the Articles of Association may include an alternative procedure for changing the company name, which could include approval by the board of directors instead of requiring shareholder approval.
Before changing the company name, it is important to check that the new name is not the same as, or would be considered to be the same as, another registered company. There are also restrictions on company names, including:
- a prohibition on offensive names
- names suggesting a connection with government, local or public authorities
- requirement for approval for certain sensitive words or expressions
The special resolution for the name change must be filed at Companies House, together with Companies House Form NM01, and a fee is payable. Provided that the new name complies with the Companies Act requirements, the Registrar will enter the new name on the register and issues a certificate of incorporation on change of name. The name change takes effect from the date on which the new certificate of incorporation is issued.
Note that the change of name does not affect any rights or obligations of the company.
Related Articles
Sorry, we couldn't find any posts. Please try a different search.
£15.00 exc VAT
Updated by a lawyer on 21/07/2025
- Updated By a lawyer on
- Guidance notes included
- No hidden extras
- Easily customisable
Create your document in 3 Easy Steps
- Download
- Customise
- Share & Sign
PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.
“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”
Amanda | Bannister Creative
£15.00 exc VAT
- Written by expert lawyers
- Quick to download
- Easy to customise
- No hidden extras
- free re-downloads
“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”
Elle, Founder | Winslow skincare & aesthetics.
“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”
Giles, MD | Boniti Ltd.
