The Government Subcontractor's Guide to Terms and Conditions

CHAPTER 28Indemnification

Indemnification is a risk transfer technique, which can work for or against an organization’s risk posture by reassigning the risk (in whole or in part) from one party (the indemnitor) to another (the indemnitee). By accepting a provision carte blanche, the indemnitee can assume significant risk, which the indemnitee may not otherwise be subject to under the UCC or Common Law. This section of the book is designed to educate seller on indemnification provisions and provide instruction on how to handle and mitigate any potential damages that may emanate from the indemnification provision.

Indemnification implies contractually transferring the risk of loss from the indemnitor to the indemnitee. Risk may also be transferred ...