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 120 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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