51.3 Drafting points—indemnities

51.3 Drafting points—indemnities

  1. (a)

        What should the indemnity cover? Typically, an indemnifier can provide an indemnity for:

    1. (i)

          breach of (specified) warranties;

    2. (ii)

          negligent acts and other breaches1;

    3. (iii)

          any use of goods or services by the indemnified party;

    4. (iv)

          breach of the intellectual property rights of a third party or the indemnified party.

  2. (b)

        Should an indemnity extend to cover other persons? For example, will it cover:

    1. (i)

          claims by sub-buyers and end-users where there is a sale and purchase of goods? (Such a clause implies an obligation to repair or replace defective goods even after they have

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