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Indemnification Agreement (standalone) review

Standalone indemnification agreement with anti-indemnity statute screen (NY § 5-322.1, CA § 2782, TX § 151).

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What it checks

Indemnitor / indemnitee identified

Indemnification agreement must identify indemnitor and indemnitee (and any third-party beneficiaries).

Critical · INS-013

Scope of indemnity — Type I / II / III recital

Agreement should specify the indemnity type — limited form (Type III), intermediate form (Type II), or broad form (Type I) — with the operative language for the chosen form.

Warning · INS-014

Broad-form indemnity (Type I) flagged for anti-indemnity scrutiny

Type I (broad-form) indemnity is void in construction contexts in many states (CA § 2782, NY § 5-322.1, TX § 151).

Warning · INS-015

Defense duty articulated separately from indemnity

Agreement should separately articulate the duty to defend (broader than duty to indemnify under Crawford v. Weather Shield).

Warning · INS-016

Notice + tender + cooperation procedure

Agreement must establish notice, tender, and cooperation procedure for indemnification claims.

Warning · INS-017

Insurance support — minimum limits matching indemnity

Agreement should require insurance with limits matching the indemnity obligation (additional insured + waiver of subrogation).

Critical · INS-018

Survival of indemnity

Agreement should state that indemnity obligations survive termination.

Warning · INS-019

Every run also applies 110 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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