Indemnity Clause Enforceability by Jurisdiction
A clause requiring one party to cover the other's losses, costs, or third-party claims arising from a defined trigger. Here's how it actually holds up across six legal systems.
What is a indemnity clause? How to negotiate itIndemnity clauses are recognised and generally enforceable in India — Sections 124 and 125 of the Indian Contract Act, 1872 specifically address contracts of indemnity. Courts generally give effect to broadly drafted indemnities, but indemnifying a party against its own fraud is against public policy and unenforceable regardless of the contract's wording.
Indemnity clauses are generally enforceable in the UK and construed as ordinary contract terms, but English law applies a well-established principle requiring very clear, express wording before an indemnity will be read as covering the indemnified party's own negligence — ambiguous wording is construed against the party relying on it.
Singapore follows the English common-law approach to indemnities: generally enforceable, but requiring clear, express wording before a court will read an indemnity as covering the indemnified party's own negligence. Vague or general indemnity language is construed narrowly and against the party seeking to rely on it.
Onshore UAE civil law generally enforces indemnity clauses as agreed between commercial parties, but indemnifying a party against its own fraud or wilful misconduct is unenforceable as a matter of public policy. The DIFC and ADGM free zones instead apply English-style strict construction to indemnities covering a party's own negligence.
Indemnity clauses are generally enforceable across US states, but many states restrict or void indemnities that require a party to cover the consequences of the indemnified party's own negligence, particularly in construction contracts, where numerous states have specific anti-indemnity statutes. State law varies meaningfully on exactly where the line falls.
Indemnity clauses are generally enforceable under the national civil and commercial law of EU member states, with no single harmonised EU rule. As with liability caps, indemnifying a party against its own wilful misconduct or gross negligence is commonly restricted as a matter of public policy across many member states.
Know whether your specific clause holds up.
General rules are a starting point. A lawyer reviewing your actual contract, against its actual governing law, tells you where you really stand.