Guide
Sample Indemnity Agreement Language, Explained Clause by Clause
Important — read before you continue: this page exists to help you recognize and understand indemnity language when you see it in a subcontract, so a conversation with your attorney is more productive. It is not a fill-in-the-blank template, and nothing here should be copied directly into a real contract. Indemnity language has real legal consequences, varies significantly by state law, and needs to be drafted or reviewed by a licensed construction attorney for your specific contract, project, and jurisdiction.
Why We're Not Offering a Downloadable Template
A lot of sites offer free indemnity clause templates. We're deliberately not doing that. Generic template language, used without a state-specific and project-specific legal review, is one of the more common ways GCs end up with indemnity clauses that are either unenforceable or that don't actually match the risk profile of the work. Instead, this page shows you annotated examples of what each type of clause typically contains, in plain English, so you can recognize the structure and ask better questions — of your attorney, and of us, when it comes to the insurance side.
Broad Form Indemnity — Annotated Example Structure
Subcontractor shall indemnify, defend, and hold harmless Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of the Work, regardless of whether caused in part by the negligence of Contractor.
What to notice: The bolded phrase is what makes this broad form — it explicitly extends the obligation to cover the GC's own negligence, not just the sub's. This form is restricted or unenforceable in a number of states, so its presence in a template doesn't mean it will actually hold up.
Intermediate Form Indemnity — Annotated Example Structure
Subcontractor shall indemnify, defend, and hold harmless Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of the Work, to the extent caused by the negligent acts or omissions of Subcontractor, including such claims caused by the joint negligence of Subcontractor and Contractor.
What to notice: The "to the extent" and "joint negligence" language is the intermediate-form signature — it captures shared-fault scenarios without requiring the sub to cover the GC's negligence alone. This is the most commonly used structure in current construction contracts.
Limited Form Indemnity — Annotated Example Structure
Subcontractor shall indemnify Contractor from and against claims, damages, losses, and expenses to the extent caused by the negligent acts or omissions of Subcontractor.
What to notice: No "joint negligence" language, and no defense obligation in this shortened example — a real limited form clause in practice typically does include a duty to defend, but this stripped-down version illustrates the core limitation: it only reaches the sub's own negligence.
What's Usually Missing From Free Templates
Generic templates found online rarely include the pieces that actually make indemnity language function as part of a full risk-transfer program: a tie-in to required additional insured status, a waiver of subrogation requirement, and language addressing survival of the clause after contract termination — a detail that matters enormously for defect claims that surface years later.
What to bring to your attorney: your state (anti-indemnity statute rules vary widely), the type of work and risk profile involved, your current additional insured and waiver of subrogation requirements, and whether you want the clause to explicitly survive termination. That context lets your attorney draft language that actually fits your business, instead of adapting a generic template after the fact.
This page is general educational information, not legal advice. Indemnity language is state-law-dependent and contract-specific — have a licensed construction attorney draft or review the actual language in your subcontract.
Frequently Asked Questions
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