An indemnity (hold-harmless) clause in a construction subcontract typically operates to:
Explanation
An indemnity or hold-harmless clause reallocates liability: the indemnitor promises to answer for, and usually to defend, specified claims that would otherwise fall on the indemnitee. It is a contractual device, normally backed by insurance, and it is bounded by Civil Code §2782, which voids indemnity for the promisee's own sole negligence or willful misconduct, and by §2782.05, which restricts a subcontractor's indemnity of a general contractor's active negligence. (a) describes a delay or liquidated damages clause. (b) inverts the usual pairing, since a promise to indemnify is only as good as the indemnitor's balance sheet, which is why insurance is required alongside it. (c) belongs to the lien law and cannot be achieved by an indemnity clause.
Law Reference: Civ. Code §2782 / §2782.05This topic, taught in full in the CSLB Law & Business guide. CSLB Law & Business — Complete Study Guide (2026) — PDF + EPUB, $24.99 · 14-day refund →
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