Indemnities against Breach of Contract as Agreed Damages Clauses

摘要

Contractual indemnities come in all shapes and sizes. This article considers the legal operation of a particular type of indemnity, namely, an indemnity against a breach of contract. We use this expression to refer to an indemnity promise under which one party (the indemnified party) is to be protected against some or all of the harmful consequences of a breach by another party (the indemnifier) of its contract with the indemnified party. A simple form is: "A must indemnify B against any breach of this agreement by A." Included in our definition are indemnities that cover losses from a range of events, insofar as the relevant event constitutes a breach of contract. So defined, indemnities against breach are found in many kinds of commercial contract, including: charterparties, contracts for the supply of goods or services, construction contracts and subcontracts, share sale agreements effecting the sale of a business, contracts for the sale of land, leases, intellectual property licensing agreements and agreements involving the assignment of legal rights or interests.