Why indemnities are different from damages
Sue for breach of contract and the law limits you: loss must be caused by the breach, within the parties' reasonable contemplation (remoteness), and you must mitigate. A well-drafted indemnity aims to bypass some or all of that — recovery as a debt, euro for euro, as losses fall due, potentially including losses a damages claim would never reach. That is why sophisticated counterparties hand you documents where they owe damages and you owe indemnities.
Where indemnities are legitimate
Some allocations genuinely suit an indemnity: third-party IP infringement claims against a software vendor's product; a seller's tax liabilities in a business sale; defined third-party claims arising from one party's specific activities. The common thread — a risk one party controls and the other cannot price. General performance of the contract is not that: "the contractor shall indemnify the client against all losses arising from any breach" simply converts every breach into an uncapped debt claim.
Controlling the indemnities you give
- Confine each indemnity to defined third-party claims or defined risks — never "all losses arising out of this agreement"
- Bring indemnities inside the liability cap, or negotiate a specific ceiling for each
- Add conduct-of-claims machinery: prompt notice, your right to defend and settle, no admissions without consent
- Exclude loss caused by the indemnified party's own act or omission
- Check your insurance actually responds to liabilities assumed by contract — many policies restrict cover for purely contractual indemnities
How our fees work
You get a fixed quote in writing before any work starts — no hourly-rate surprises and no meter running while you think. If the scope changes, the quote is revised in writing before we continue. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement. How contract solicitor fees work in Ireland →