Whe n do I use this document? for a share sale transaction where confidential information about the target company will be disclosed to a potential buyer for a shorter form NDA with principal legal protections for the seller as the discloser of confidential information Key features include: 16 paragraphs over 3 pages definitions of Confidential Information and Proposed Transaction confidentiality obligations authorised recipients of Confidential Information circumstances permitting compulsory disclosure procedure for returning Confidential Information to the seller duration of agreement What else do I need to know? Negotiations on the terms of NDAs often become protracted due to the inclusion of unreasonable and excessive terms by the party providing the initial draft. This template has been prepared and designed to help the parties quickly reach agreement on the NDA, enabling them to move forward to the disclosure of confidential information and discussions on the main transaction documents. What other docs are available? For a longer form of confidentiality agreement for a company sale transaction, see NDA: share sale (long)

Indemnity: contract clause

Name: Contract Indemnity Clause - PaperRock Documents
SKU: CON011.001
Price: 15.00 GBP
Availability: InStock

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.

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

Description

When do I use this document?

for a share sale transaction
where confidential information about the target company will be disclosed to a potential buyer
for a shorter form NDA with principal legal protections for the seller as the discloser of confidential information

Key features include:

16 paragraphs over 3 pages
definitions of Confidential Information and Proposed Transaction
confidentiality obligations
authorised recipients of Confidential Information
circumstances permitting compulsory disclosure
procedure for returning Confidential Information to the seller
duration of agreement

What else do I need to know?

Negotiations on the terms of NDAs often become protracted due to the inclusion of unreasonable and excessive terms by the party providing the initial draft. This template has been prepared and designed to help the parties quickly reach agreement on the NDA, enabling them to move forward to the disclosure of confidential information and discussions on the main transaction documents.

What other docs are available?

For a longer form of confidentiality agreement for a company sale transaction, see

NDA: share sale (long)

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£15.00 exc VAT

Updated by a lawyer on 21/07/2025

Updated By a lawyer on 01/05/2023

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Indemnity: contract clause