Indemnity Review

Indemnity and liability clauses reward close reading precisely because their effect is so easy to underestimate. The scope of an indemnity, what losses it covers and what triggers it, can be drawn so widely that a minor breach exposes a business to enormous claims, or so narrowly that the protection it appears to offer is illusory. Our team examines exactly what each party is indemnifying, against what, and to what limit, and how that interacts with the liability caps, exclusions, and carve-outs elsewhere in the contract, because indemnities and liability limits must be read together to understand the true exposure.

Law Mahaguru focuses on the structural questions that determine whether your exposure is contained. Is your indemnity obligation capped, or does it run open-ended? Are there carve-outs that punch through the liability cap and expose you without limit? Is the indemnity mutual and balanced, or has the other side secured broad protection while giving little? Are consequential and indirect losses excluded, or are you on the hook for losses you cannot foresee or control? These are the points on which a single phrase shifts the risk dramatically, and we read for that phrase.

The value is exposure that is understood and contained rather than open-ended and unexamined. A business that has had its indemnity provisions reviewed knows its worst case, can negotiate caps and carve-outs that bring the exposure within tolerance, and can decline the indemnities that are simply too dangerous to accept. We have helped businesses recognise that a routine-looking indemnity carried catastrophic potential, in time to renegotiate it to something survivable.

We review indemnity and liability provisions in commercial contracts, supply and services agreements, transaction documents, and any agreement where the allocation of loss is significant. Each is reviewed with attention to scope, caps, carve-outs, and the interaction between indemnity and limitation clauses.

Indemnities decide who pays when the deal breaks, and that is too important to sign without scrutiny. Law Mahaguru gives yours the scrutiny it needs. Send us the agreement, and we will tell you exactly what you are on the hook for and how to contain it.