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Prashant Roy (Lawyer)     26 June 2008

Indemnity Clause

Can anyone please help with respect to indemnity clause and the need for the same in a share purchase agreement when a clause for damages on breach already exists.


 3 Replies

arunprakaash.m. (advocate)     26 June 2008

Indemnity clause is inserted in an agreement when the opposite party geeting loss due to some contigents then the loss suffered by hime should be reimbersed by other party.

Aanchal (corporate lawyer)     02 July 2008

Dear Prashant,

Indemnity clause is basically kept in a contract to protect a party from any indirect loss/damages that a party may suffer due to the other contracting party(ies)

However as far as breach is concerned, contract act provides that damages for a breach can be given only for direct loss/damages and not for incidental and ancilliary loss/ damages

Also, indemnity can be invoked or claimed for third party losses/damages/claims but damages for breach can be claimed only interse parties to the contract

I hope that gives some clarity

Guest (n/a)     03 July 2008

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