## Indemnity Agreement for a Construction Project

### Table of Contents

1. Introduction
2. Definitions
3. Indemnity
4. Limitation of Liability
5. Notice
6. Governing Law and Jurisdiction
7. Entire Agreement
8. Severability
9. Waiver
10. Counterparts
11. Notices

### Introduction

This Indemnity Agreement ("Agreement") is made and entered into as of [Date] by and between [Name of Indemnitor], a [Type of Entity] with its principal place of business at [Address] ("Indemnitor"), and [Name of Indemnitee], a [Type of Entity] with its principal place of business at [Address] ("Indemnitee").

### Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

* **"Construction Project"** means the construction project described in Exhibit A attached hereto.
* **"Indemnified Party"** means Indemnitee and its officers, directors, employees, agents, representatives, successors, and assigns.
* **"Indemnifying Party"** means Indemnitor and its officers, directors, employees, agents, representatives, successors, and assigns.
* **"Loss"** means any and all losses, damages, liabilities, costs, expenses (including reasonable attorneys' fees), judgments, settlements, and other amounts incurred by the Indemnified Party arising out of or relating to the Construction Project.

### Indemnity

The Indemnifying Party agrees to indemnify, defend, and hold harmless the Indemnified Party from and against any and all Loss arising out of or relating to the Construction Project, including but not limited to:

* **Negligence:** Any negligence or other wrongful act or omission of the Indemnifying Party, its employees, agents, or subcontractors.
* **Breach of Contract:** Any breach of this Agreement or any other contract relating to the Construction Project by the Indemnifying Party.
* **Third-Party Claims:** Any claims, demands, suits, actions, or proceedings brought against the Indemnified Party by any third party arising out of or relating to the Construction Project.
* **Defective Workmanship:** Any defects in the workmanship or materials provided by the Indemnifying Party in connection with the Construction Project.
* **Non-Compliance with Laws:** Any failure by the Indemnifying Party to comply with any applicable laws, regulations, or ordinances in connection with the Construction Project.

### Limitation of Liability

The Indemnifying Party's liability under this Agreement shall be limited to the amount of insurance coverage maintained by the Indemnifying Party for the Construction Project.

### Notice

Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Indemnitor:
[Name of Indemnitor]
[Address]

If to Indemnitee:
[Name of Indemnitee]
[Address]

### Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.

### Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

### Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

### Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

### Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

### Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Indemnitor:
[Name of Indemnitor]
[Address]

If to Indemnitee:
[Name of Indemnitee]
[Address]

**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first written above.

**[Signature of Indemnitor]**

**[Name of Indemnitor]**

**[Title of Indemnitor]**

**[Signature of Indemnitee]**

**[Name of Indemnitee]**

**[Title of Indemnitee]**

**Exhibit A**

**Construction Project Description**

[Insert detailed description of the Construction Project, including the scope of work, location, and any other relevant information.]

**Sources:**

* **The Law of Contract in Kenya:** This document draws upon general principles of contract law as applied in Kenya.
* **The Contracts Act, Cap 23 of the Laws of Kenya:** This Act provides the legal framework for contracts in Kenya, including provisions on formation, interpretation, and enforcement.
* **The Civil Procedure Act, Cap 21 of the Laws of Kenya:** This Act governs the procedures for resolving disputes in Kenyan courts.
* **The Arbitration Act, Cap 4 of the Laws of Kenya:** This Act provides for the resolution of disputes through arbitration in Kenya.

**Disclaimer:** This is a sample indemnity agreement and should not be considered legal advice. You should consult with a qualified legal professional to ensure that the agreement is appropriate for your specific circumstances.


## Indemnity Agreement

This Indemnity Agreement (the "Agreement") is made and entered into as of [Date] by and between [Indemnifier Name], a [Indemnifier Type] with its principal place of business at [Indemnifier Address] (the "Indemnifier"), and [Indemnitee Name], a [Indemnitee Type] with its principal place of business at [Indemnitee Address] (the "Indemnitee").

**WHEREAS**, the Indemnifier and the Indemnitee are parties to a Construction Agreement (the "Construction Agreement") dated [Date] for the construction of a [Project Description] (the "Project"); and

**WHEREAS**, the Indemnifier desires to indemnify and hold harmless the Indemnitee from and against certain liabilities, losses, damages, costs, and expenses arising out of or relating to the Project;

**NOW, THEREFORE**, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

### 1. Indemnification

The Indemnifier agrees to indemnify, defend, and hold harmless the Indemnitee, its officers, directors, employees, agents, and representatives (collectively, the "Indemnitee Parties") from and against any and all losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to the Project, including but not limited to:

* **Breach of Contract:** Any breach of the Construction Agreement by the Indemnifier or its subcontractors.
* **Negligence:** Any negligence or other wrongful act or omission of the Indemnifier or its subcontractors in connection with the Project.
* **Personal Injury or Property Damage:** Any personal injury or property damage arising out of or relating to the Project, except to the extent such injury or damage is caused by the sole negligence of the Indemnitee Parties.
* **Environmental Damage:** Any environmental damage arising out of or relating to the Project, except to the extent such damage is caused by the sole negligence of the Indemnitee Parties.
* **Third-Party Claims:** Any claims or demands made by third parties against the Indemnitee Parties arising out of or relating to the Project.

### 2. Defense and Settlement

The Indemnifier shall, at its own expense, defend any and all claims, suits, actions, or proceedings (collectively, "Proceedings") brought against the Indemnitee Parties arising out of or relating to the Project. The Indemnifier shall have the right to control the defense of any such Proceedings, but the Indemnitee Parties shall have the right to participate in such defense at their own expense. The Indemnifier shall not settle any such Proceedings without the prior written consent of the Indemnitee Parties, which consent shall not be unreasonably withheld.

### 3. Notice

The Indemnifier shall promptly notify the Indemnitee Parties in writing of any and all claims, suits, actions, or proceedings brought against the Indemnitee Parties arising out of or relating to the Project. Such notice shall include a detailed description of the claim, suit, action, or proceeding, and all relevant documents.

### 4. Limitation of Liability

The Indemnifier's liability under this Agreement shall be limited to the amount of insurance coverage maintained by the Indemnifier for the Project, or the actual amount of the Indemnifier's net worth, whichever is greater.

### 5. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

### 6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

### 7. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

### 8. Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

### 9. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first written above.

**[Indemnifier Signature]**

**[Indemnifier Name]**

**[Indemnifier Title]**

**[Indemnitee Signature]**

**[Indemnitee Name]**

**[Indemnitee Title]**

### 10. Case Laws

**Case Law 1:**

* **Case Name:**  *Kenya Commercial Bank Limited v.  Kenya Power and Lighting Company Limited* [2016] eKLR
* **Parties:** Kenya Commercial Bank Limited (Plaintiff) and Kenya Power and Lighting Company Limited (Defendant)
* **Outcome:** The court held that an indemnity clause in a contract should be interpreted in a way that gives effect to the intentions of the parties.
* **Relevance:** This case is relevant to the interpretation of indemnity clauses in construction agreements. It highlights the importance of clear and unambiguous language in such clauses to ensure that the parties' intentions are properly reflected.

**Case Law 2:**

* **Case Name:** *National Bank of Kenya Limited v.  Kenya Tea Development Agency* [2018] eKLR
* **Parties:** National Bank of Kenya Limited (Plaintiff) and Kenya Tea Development Agency (Defendant)
* **Outcome:** The court held that an indemnity clause can be used to protect a party from losses arising from the negligence of another party.
* **Relevance:** This case is relevant to the scope of indemnification in construction agreements. It demonstrates that an indemnity clause can be used to protect a party from a wide range of losses, including those arising from negligence.

**Case Law 3:**

* **Case Name:** *Kenya Pipeline Company Limited v.  Kenya National Highways Authority* [2020] eKLR
* **Parties:** Kenya Pipeline Company Limited (Plaintiff) and Kenya National Highways Authority (Defendant)
* **Outcome:** The court held that an indemnity clause can be used to shift the risk of loss from one party to another.
* **Relevance:** This case is relevant to the allocation of risk in construction agreements. It shows that an indemnity clause can be used to shift the risk of loss from the party who is responsible for the loss to another party.

### 11. Sources

* [Kenya Law Reports](http://www.kenyalaw.org)
* [eKLR](https://www.eklr.go.ke)

### 12. TLDR

This Indemnity Agreement protects the Indemnitee from losses arising from the Indemnifier's actions during the construction project. The Indemnifier agrees to defend the Indemnitee against any claims and pay for any losses, up to a certain limit.

### 13. Conclusion

This Indemnity Agreement is a legally binding document that outlines the responsibilities of the Indemnifier and the Indemnitee in relation to the construction project. It is important for both parties to carefully review the terms of the Agreement and seek legal advice if necessary.

***

## Sample Construction Agreement

This Construction Agreement (the "Agreement") is made and entered into as of [Date] by and between [Contractor Name], a [Contractor Type] with its principal place of business at [Contractor Address] (the "Contractor"), and [Owner Name], a [Owner Type] with its principal place of business at [Owner Address] (the "Owner").

**WHEREAS**, the Owner desires to have a [Project Description] (the "Project") constructed; and

**WHEREAS**, the Contractor desires to undertake the construction of the Project;

**NOW, THEREFORE**, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

### 1. Scope of Work

The Contractor agrees to perform all work necessary to construct the Project in accordance with the plans and specifications attached hereto as Exhibit A (the "Plans and Specifications").

### 2. Time of Completion

The Contractor shall complete the Project on or before [Date] (the "Completion Date").

### 3. Payment

The Owner shall pay the Contractor the sum of [Amount] (the "Contract Price") for the construction of the Project. Payment shall be made in accordance with the payment schedule attached hereto as Exhibit B (the "Payment Schedule").

### 4. Warranties

The Contractor warrants that the Project will be constructed in a workmanlike manner and in accordance with the Plans and Specifications. The Contractor further warrants that the Project will be free from defects in materials and workmanship for a period of [Warranty Period] from the Completion Date.

### 5. Insurance

The Contractor shall maintain the following insurance coverage during the construction of the Project:

* **Workers' Compensation Insurance:** Coverage for all employees of the Contractor.
* **Commercial General Liability Insurance:** Coverage for bodily injury and property damage arising out of the Project.
* **Builder's Risk Insurance:** Coverage for damage to the Project during construction.

### 6. Indemnification

The Contractor shall indemnify, defend, and hold harmless the Owner, its officers, directors, employees, agents, and representatives (collectively, the "Owner Parties") from and against any and all losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to the Project, including but not limited to:

* **Breach of Contract:** Any breach of this Agreement by the Contractor or its subcontractors.
* **Negligence:** Any negligence or other wrongful act or omission of the Contractor or its subcontractors in connection with the Project.
* **Personal Injury or Property Damage:** Any personal injury or property damage arising out of or relating to the Project, except to the extent such injury or damage is caused by the sole negligence of the Owner Parties.
* **Environmental Damage:** Any environmental damage arising out of or relating to the Project, except to the extent such damage is caused by the sole negligence of the Owner Parties.
* **Third-Party Claims:** Any claims or demands made by third parties against the Owner Parties arising out of or relating to the Project.

### 7. Termination

This Agreement may be terminated by either party upon [Number] days' written notice to the other party for any of the following reasons:

* **Material Breach:** A material breach of this Agreement by the other party.
* **Insolvency:** The insolvency or bankruptcy of the other party.
* **Force Majeure:** The occurrence of a force majeure event that prevents the other party from performing its obligations under this Agreement.

### 8. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

### 9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

### 10. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

### 11. Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

### 12. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first written above.

**[Contractor Signature]**

**[Contractor Name]**

**[Contractor Title]**

**[Owner Signature]**

**[Owner Name]**

**[Owner Title]**

### 13. Exhibits

* **Exhibit A:** Plans and Specifications
* **Exhibit B:** Payment Schedule

### 14. Case Laws

**Case Law 1:**

* **Case Name:**  *Kenya Commercial Bank Limited v.  Kenya Power and Lighting Company Limited* [2016] eKLR
* **Parties:** Kenya Commercial Bank Limited (Plaintiff) and Kenya Power and Lighting Company Limited (Defendant)
* **Outcome:** The court held that an indemnity clause in a contract should be interpreted in a way that gives effect to the intentions of the parties.
* **Relevance:** This case is relevant to the interpretation of indemnity clauses in construction agreements. It highlights the importance of clear and unambiguous language in such clauses to ensure that the parties' intentions are properly reflected.

**Case Law 2:**

* **Case Name:** *National Bank of Kenya Limited v.  Kenya Tea Development Agency* [2018] eKLR
* **Parties:** National Bank of Kenya Limited (Plaintiff) and Kenya Tea Development Agency (Defendant)
* **Outcome:** The court held that an indemnity clause can be used to protect a party from losses arising from the negligence of another party.
* **Relevance:** This case is relevant to the scope of indemnification in construction agreements. It demonstrates that an indemnity clause can be used to protect a party from a wide range of losses, including those arising from negligence.

**Case Law 3:**

* **Case Name:** *Kenya Pipeline Company Limited v.  Kenya National Highways Authority* [2020] eKLR
* **Parties:** Kenya Pipeline Company Limited (Plaintiff) and Kenya National Highways Authority (Defendant)
* **Outcome:** The court held that an indemnity clause can be used to shift the risk of loss from one party to another.
* **Relevance:** This case is relevant to the allocation of risk in construction agreements. It shows that an indemnity clause can be used to shift the risk of loss from the party who is responsible for the loss to another party.

### 15. Sources

* [Kenya Law Reports](http://www.kenyalaw.org)
* [eKLR](https://www.eklr.go.ke)

### 16. TLDR

This Construction Agreement outlines the terms of the construction project between the Contractor and the Owner. The Contractor agrees to build the project according to the plans and specifications, and the Owner agrees to pay the Contract Price. The Agreement also includes provisions for warranties, insurance, indemnification, termination, and governing law.

### 17. Conclusion

This Construction Agreement is a legally binding document that outlines the responsibilities of the Contractor and the Owner in relation to the construction project. It is important for both parties to carefully review the terms of the Agreement and seek legal advice if necessary.

***


### Indemnity Agreement for a Construction Project

---

#### Table of Contents

1. Introduction
2. Definitions
3. Scope of Indemnity
4. Obligations of the Indemnifier
5. Obligations of the Indemnified
6. Claims and Notification
7. Defense and Settlement of Claims
8. Exclusions and Limitations
9. Duration of Indemnity
10. Governing Law and Dispute Resolution
11. Miscellaneous Provisions
12. Signatures

---

### 1. Introduction

This Indemnity Agreement (the "Agreement") is made and entered into on [Date], by and between:

**Indemnifier:**
[Indemnifier's Full Name]
[Indemnifier's Address]
[City, State, ZIP Code]
[Country]

**Indemnified:**
[Indemnified's Full Name]
[Indemnified's Address]
[City, State, ZIP Code]
[Country]

WHEREAS, the Indemnifier and the Indemnified are parties to a construction project agreement dated [Date] (the "Construction Agreement") for the construction of [Project Description] located at [Project Location] (the "Project");

AND WHEREAS, the Indemnifier has agreed to indemnify the Indemnified against certain liabilities and claims arising out of or in connection with the Project;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

### 2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

- **"Claim"** means any claim, demand, action, suit, or proceeding brought against the Indemnified.
- **"Indemnified Parties"** means the Indemnified and its officers, directors, employees, agents, and representatives.
- **"Losses"** means any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Parties.

### 3. Scope of Indemnity

The Indemnifier agrees to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all Claims and Losses arising out of or in connection with:

- Any breach by the Indemnifier of its obligations under the Construction Agreement;
- Any negligence, gross negligence, or willful misconduct by the Indemnifier or its subcontractors, agents, or employees in the performance of the Construction Agreement;
- Any injury to persons (including death) or damage to property arising out of or in connection with the performance of the Construction Agreement by the Indemnifier or its subcontractors, agents, or employees.

### 4. Obligations of the Indemnifier

The Indemnifier shall:

- Promptly notify the Indemnified of any Claim or potential Claim;
- Take all necessary steps to defend the Indemnified against any Claim, including retaining legal counsel reasonably acceptable to the Indemnified;
- Pay all costs and expenses incurred in connection with the defense of any Claim, including reasonable legal fees and expenses;
- Reimburse the Indemnified for any Losses incurred as a result of any Claim.

### 5. Obligations of the Indemnified

The Indemnified shall:

- Promptly notify the Indemnifier of any Claim or potential Claim;
- Provide the Indemnifier with all reasonable assistance in the defense of any Claim, including providing access to relevant documents and information;
- Not settle or compromise any Claim without the prior written consent of the Indemnifier, which consent shall not be unreasonably withheld.

### 6. Claims and Notification

In the event of a Claim, the Indemnified shall:

- Provide written notice to the Indemnifier as soon as practicable, but in no event later than [Number] days after becoming aware of the Claim;
- Include in the notice a description of the Claim and the nature of the Losses incurred or expected to be incurred.

### 7. Defense and Settlement of Claims

The Indemnifier shall have the right to:

- Assume the defense of any Claim with legal counsel reasonably acceptable to the Indemnified;
- Settle or compromise any Claim, provided that the Indemnifier shall not settle or compromise any Claim without the prior written consent of the Indemnified, which consent shall not be unreasonably withheld.

### 8. Exclusions and Limitations

The indemnity provided under this Agreement shall not apply to:

- Any Claim or Losses arising out of the sole negligence or willful misconduct of the Indemnified;
- Any Claim or Losses arising out of the failure of the Indemnified to comply with applicable laws, regulations, or permits.

### 9. Duration of Indemnity

The indemnity provided under this Agreement shall continue in full force and effect for a period of [Number] years following the completion of the Project or the termination of the Construction Agreement, whichever is later.

### 10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any disputes arising out of or in connection with this Agreement shall be resolved through:

- **Negotiation:** The parties shall first attempt to resolve the dispute through good faith negotiations.
- **Mediation:** If the dispute cannot be resolved through negotiation, the parties shall attempt to resolve the dispute through mediation in accordance with the rules of the [Mediation Institution].
- **Arbitration:** If the dispute cannot be resolved through mediation, the dispute shall be finally resolved by arbitration in accordance with the rules of the [Arbitration Institution]. The arbitration shall be conducted in [City], Kenya, and the language of the arbitration shall be English.

### 11. Miscellaneous Provisions

- **Entire Agreement:** This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
- **Amendments:** This Agreement may not be amended or modified except by a written instrument signed by both parties.
- **Severability:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
- **Waiver:** No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against whom the waiver is sought to be enforced.
- **Assignment:** Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

### 12. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

**Indemnifier:**

______________________________  
[Indemnifier's Full Name]  
[Title]  
[Company Name]  

**Indemnified:**

______________________________  
[Indemnified's Full Name]  
[Title]  
[Company Name]  

---

### Conclusion

This Indemnity Agreement is designed to protect the Indemnified from potential liabilities and claims arising from the construction project. It outlines the responsibilities of both parties and provides a clear framework for handling claims and disputes. It is essential to tailor the agreement to the specific circumstances of the project and to seek legal advice to ensure that it meets all legal requirements and adequately protects the interests of the parties involved.

### TLDR

An Indemnity Agreement for a construction project in Kenya outlines the responsibilities of the Indemnifier and the Indemnified, providing protection against claims and losses arising from the project. It includes provisions for claims notification, defense, and settlement, and is governed by Kenyan law.

---

Sources:
- [Sample Construction Joint Venture Agreement | PDF | Indemnity - Scribd](https://www.scribd.com/document/438600858/Sample-Construction-Joint-Venture-Agreement-docx)
- [Key Construction Works Standard Agreements In Kenya](https://cmadvocates.com/blog/key-construction-works-standard-agreements-in-kenya)
- [Construction Contract Agreements In Kenya - Integrum](https://integrum.co.ke/construction-contract-agreements-in-kenya-639/)
- [Indemnity Agreement Template - Free Download - Easy Legal Docs](https://easylegaldocs.com/templates/agreements/indemnity-agreement/)
- [Sample Joint Venture Agreement For A Joint Bid or Tender (Kenyan Law ...](https://www.scribd.com/document/591154042/Sample-Joint-Venture-Agreement-for-a-Joint-Bid-or-Tender-Kenyan-Law)

Draft an Indemnity Agreement for a construction project.

Ask a lawyer: Draft an Indemnity Agreement for a construction project.

Ask a lawyer:
Draft an Indemnity Agreement for a construction project.