Is An Indemnity Clause Enforceable in United States?
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.
This page describes the general approach United States law takes to this clause type — it is informational, not legal advice on any specific contract. Enforceability in a real dispute depends on the exact wording, the specific facts, and current law, all of which can change. Have your actual clause reviewed by a lawyer before relying on it.
How United States approaches this
A substantial number of US states have enacted specific "anti-indemnity" statutes for construction contracts, voiding or limiting clauses that would require a subcontractor to indemnify a general contractor for the general contractor's own negligence — this is a well-established, specific area of state legislative intervention worth checking directly for construction-sector contracts.
Outside construction, most states will enforce indemnities according to their terms, including own-negligence indemnities, provided the language is sufficiently clear and specific — but the degree of clarity required, and whether any statutory limits apply, varies by state and by industry.
As with limitation of liability, indemnifying a party against its own wilful misconduct or fraud is generally unenforceable across US states as a matter of public policy, regardless of how the clause is worded.
What determines the outcome
- Which state's law governs, given meaningful state-to-state and industry-specific variation
- Whether the contract is in construction, where anti-indemnity statutes are common
- Whether the clause attempts to cover the indemnified party's own negligence, and how clearly that's expressed
Practical guidance
- Check the specific governing state's anti-indemnity rules, especially for construction and infrastructure contracts
- Use clear, specific language for any own-negligence indemnity
- Never attempt to indemnify a party against its own wilful misconduct or fraud
Frequently asked questions
Is an indemnity clause enforceable in United States?
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.
Is this legal advice?
No. This page describes the general approach United States law takes to indemnity clauses — it is not legal advice on any specific contract. Enforceability in a real dispute depends on the specific wording, facts, and current law. Have the actual clause reviewed by a lawyer before relying on it.
Indemnity Clause in other jurisdictions
Other clauses in United States
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