Contracts & ExecutionQuestion 203 of 1632

An indemnification (hold harmless) clause in a construction contract generally:

a.Caps each party's total money damages at the contract price
b.Shifts defined liability or defense duties to the other party
c.Names the other party as an additional insured on its own policy
d.Requires that disputes be decided by an arbitrator, not a court

Explanation

An indemnity (hold harmless) clause allocates risk: one party agrees to protect, defend, or reimburse the other against specified claims arising from the work. Capping damages at the contract price is a limitation-of-liability clause. Being named an additional insured is an insurance endorsement, which moves the cost to a carrier rather than between the parties. Sending disputes to an arbitrator is a dispute-resolution clause. Civil Code §2782(a) sets the outer limit: a construction indemnity reaching the promisee's sole negligence or willful misconduct is void.

Law Reference: Civil Code §2782(a)

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