Indemnity Review Tool: Flags Marked on the Indemnity Wording
Upload the whole contract. The same file comes back with flags on the indemnity trigger, one-way direction and the cap stack.
A whole commercial contract arrives as a PDF or DOCX. The indemnity sentence uses a wide trigger and a one-way promise, while the liability cap sits in another clause and may not hold that promise. Checkory is an indemnity review tool: you upload the whole file and get the same file back with flags on that wording, a short explanation, and England and Wales statute pointers.
Flags marked on the indemnity paragraph
In practice the clause is one sentence in a long file. The pass marks the trigger words, who indemnifies whom, and whether the limitation clause includes that indemnity, gives it a higher figure, carves it out, or is silent.
Trigger, one-way and the cap stack
The trigger flag sits on the words that set the promise. For example, arising out of, in connection with, related to, and any and all show breadth. A narrower line may say caused by, or limit the promise to breach. The flag does not rule a phrase unenforceable.
The one-way flag marks who pays whom. A counterparty may head the clause as mutual and then write only one promise, or a narrower return promise. The heading is not the obligation, and a slogan that mutual is fairer is not English law.
The cap-stack flag stays on the same file. Read whether the limitation clause holds the indemnity inside the general cap, names a higher figure, carves it out, or says nothing. This page does not recompute a fees-paid number.
Same file back, not a clause sandbox
You upload the PDF or DOCX. The pages come back in their order, with the indemnity paragraph highlighted, a short explanation, and a statute link where an England and Wales provision may apply. One-sided wording that pulls in third-party claims is a named first-pass mark on the AI contract review tool page. The artefact is the annotated file, not a detached score. Start at document analysis.
The next block is sample wording, not a clause from a named deal. Use it to see the flags, then run the file you were asked to sign.
“The Supplier shall indemnify, defend and hold harmless the Customer from and against any and all claims, losses and liabilities arising out of or in connection with the Services.”
Upload the whole contract
Drop the full file, not one pasted clause
Take the pdf or DOCX of the whole contract to /document-analysis. Do not paste one indemnity sentence into a sandbox. The cap usually sits in another clause.
Open the marked indemnity paragraph
Read the flags on arising out of, in connection with, related to, any and all, hold harmless and defend. Then read who indemnifies whom.
Read the cap stack before you sign
See whether the limitation clause includes the indemnity, names a higher figure, carves it out, or is silent. Do not rebuild a fees-paid ceiling here.
Check the statute pointer against the sentence
Open the England and Wales pointer, often the Unfair Contract Terms Act 1977 section 2, section 3 or section 11, and check it against this sentence and this contract.
Send High items with the marked file
Send a wide one-way trigger outside the cap, silence where the cap never names the indemnity, a pointer that does not match the clause, or exposure you will not wear, to a solicitor with the marked file.
This indemnity review tool
Pros
- ✓Flags for trigger, direction and cap stack stay on the uploaded contract, with an explanation and an England and Wales pointer
- ✓You can name what to challenge and which High marks to send with the file
Cons
- ✗It does not keep a reading log and it does not recalculate a fees-paid cap
- ✗It does not decide that the contract can be signed
Indemnity clause review checklist
Pros
- ✓A published log for who pays, the trigger, defend versus indemnify, and the cap stack
- ✓Dated 27 August 2026, for the checklist query rather than an upload
Cons
- ✗No marks on the contract in your inbox
- ✗A log is a different job from flags on their wording
MSA liability cap review guide
Pros
- ✓A how-to for an MSA liability cap before signature
- ✓Stays on the cap guide and its own reading method
Cons
- ✗No flags on the indemnity wording of the whole contract
- ✗A cap walk-through does not replace the marked file
What the sample sentence is doing
The checklist is the indemnity clause review checklist (27 August 2026). The cap how-to is the MSA liability cap review guide. Defence control and settlement consent stay on the procedure article. This page does not retell them. It marks the indemnity wording on the contract you upload.
Defend and hold harmless on the sample line
On the sample line, indemnify, defend and hold harmless sit in one promise. Defend is a different job from paying a sum. Control of the defence and settlement consent stay on the procedure article, which this page does not walk.
Hold harmless is marked because it is in the sentence. The flag does not invent a separate statute that always gives those words their own effect.
Any and all, with arising out of or in connection with, is a wide trigger on claims, losses and liabilities tied to the Services. For example, a tighter line might say caused by breach. The flag sits on the words the draft uses.
The flag sits on the wording, not in a slider
The useful object is the highlight on their paragraph in the pdf, so you and a solicitor can read the lines around it. You still open the limitation clause that follows.
Third-party claims belong in the trigger mark only when the sentence pulls them in. If the draft covers only the other party’s own loss, the flag should say that.
How a mutual heading can hide one-way wording
Read the heading, then the verbs. If only the Supplier indemnifies the Customer, the promise is one-way even under a mutual heading. A return promise limited to a breach by the Customer is not the same as any and all claims arising out of the Services.
Who pays whom is a fact on the paragraph, not a fairness grade. The Civil Liability (Contribution) Act 1978 section 1 lets a person who is liable for damage recover contribution from another person liable for the same damage. Section 2 leaves the amount to what the court finds just and equitable, and the court may direct a complete indemnity. That is contribution between people already liable for the same damage. It does not make a one-way contract indemnity mutual.
A wide one-way promise the cap does not name can leave you paying losses the fee ceiling was meant to limit. Before you sign, decide whether that indemnity can stand or the trigger, the direction and the stack must be challenged.
On a real file the sample sentence will not contain the cap. A procurement reader often skims the fee number and misses the indemnity paragraph. In practice the limitation clause on the same file shows one of four positions.
Upload the whole contract at document analysis and see whether the limitation clause holds the indemnity, names a higher figure, carves it out, or is silent.
How the limitation clause sits against the indemnity on the same file
| Stack on the same file | What the limitation clause does | What you can say before signature |
|---|---|---|
| Inside the general cap | The indemnity is named inside the ceiling that also covers other claims | The fee number is at least written as holding this promise |
| Higher named figure | A larger sum is stated for the indemnity than for the general cap | The general cap is not the number that applies to this promise |
| Expressly carved out | The limitation clause excludes the indemnity from the cap | The fee ceiling does not hold this promise |
| Silent | The limitation clause does not mention the indemnity | You cannot tell from the cap heading whether the number holds |
Pinsent Masons, on 18 September 2024, describes the JCT 2024 design and build aggregate cap as applying in contract, tort, negligence or breach of statutory duty, while carving out specified death, personal injury and property-damage indemnities, plus fraud. Named indemnities can sit outside that cap. It is not your services contract.
Where the cap is a specified sum, section 11 of the Unfair Contract Terms Act 1977 is the England and Wales reasonableness pointer for a specified sum. The term must have been fair and reasonable to include in the circumstances known, or which ought to have been known, when the contract was made. Subsection (4) looks at resources to meet the liability and how far insurance was open. Subsection (5) puts the burden on the party claiming reasonableness. The link is not a pass or fail.
The Ashurst quickguide of 10 January 2025 treats the 1977 Act as the main statutory control on exclusion and restriction of liability in commercial contracts. If a limitation falls foul of the Act, the court will not rewrite it into a smaller cap. Liability for that event is completely uncapped, subject to remoteness and causation. Contracts outside much of the Act include insurance, certain intellectual property transfers, land, and international supply of goods. A mismatched pointer goes to a solicitor, not a voidness stamp.
A pasted clause leaves the cap unread
Pasting one indemnity into a clause checker, or working only the published checklist, still leaves the limitation clause unread. You need the trigger, the direction and the stack on this contract before you decide what to challenge.
See the marks on the indemnity wording
Upload the contractIndemnification review tool on US spelling
Indemnification review tool is the same upload under the US spelling. You still upload the whole contract. Flags stay on the trigger, the one-way direction and the cap stack, with an explanation and England and Wales links. The cite does not become Californian.
Same upload job as the EN-GB indemnity page
Results for that spelling mix playbooks, precedent tables and liability uploads. The decision stays the inbound file: accept the indemnity as written, or challenge the trigger, the direction and the stack.
LegalOn and Harvey stay on playbook and precedent tables
LegalOn, in that search slice, sits on an indemnification playbook with alerts and suggested revisions. Harvey sits on deal-history tables. Neither is flags on the indemnity sentences in your file.
Indemnity wording review tool
Indemnity wording review tool asks for the same job: the words on the uploaded contract, not a rewrite of one sentence.
Wansom and Indemnification Architect paste one clause
The Wansom clause checker asks for one pasted clause, then Low, Medium or High, issue notes and a replacement. The text is discarded. It does not show the cap in the next clause.
The Indemnification Architect project pastes one indemnification clause onto sliders. One alert is an uncapped indemnity plus broad triggers that could bypass liability caps. It lists 22 components, including triggers, caps, notice, defense control and IP coverage, and needs your own model provider. It does not upload the whole contract.
The Terms.Law clause tool pastes a clause, then scores risk from 0 to 100 and surfaces California-specific issues. That is not the England and Wales pointer used here.
The freecontractreviewer business-contract page pastes the full text, with no upload, and returns a risk score and suggested wording. It can name one-way indemnification beside a limitation clause. Do not treat a fairness line there as English law, and do not import its fee figures.
Contracko liability upload is a report, not marks on the file
Contracko liability review accepts a PDF or DOCX, up to 50MB and 100 pages, covering caps, indemnification, insurance, carve-outs and exclusions, plus a risk score. Uploads are deleted within 24 hours, and the page ends in a contract lifecycle trial. You get an extracted pack, not flags on the indemnity sentences. Do not reuse its cap ranges.
One boundary, stated once: this pass is not a paste-one-clause toy, not the published checklist, not a contract lifecycle platform, not a chat, not LegalZoom, and not a Word add-on.
When a statute pointer matches the sentence
Section 2 of the Unfair Contract Terms Act 1977, on the official section 2 text is the pointer where a term tries to exclude or restrict liability for death or personal injury resulting from negligence. That exclusion cannot stand. Other negligence loss stands only so far as the term is reasonable. Section 2 does not apply to a consumer-contract term. The official text points to the Consumer Rights Act 2015, section 62 and section 65. The mark is a pointer, not a finding that this indemnity is void.
Section 3, on the official section 3 text applies where one party deals on the other’s written standard terms of business. When in breach, that party cannot exclude or restrict liability for the breach, or claim a substantially different performance or none, except so far as reasonable. It does not apply to a consumer-contract term; see section 62 of the 2015 Act. If this deal is not on written standard terms, send the marked file to a solicitor.
Section 4 of the 1977 Act is omitted on the official text. Schedule 4 to the Consumer Rights Act 2015 paragraph 6 confirms that omission. Paragraph 17 omits section 18, Scotland’s old consumer indemnity provision, which is not the cite on this England and Wales page. Enacted section 4 concerned a person dealing as consumer. Do not treat section 4 as live business-to-business control, and do not read the omission as if business indemnities sat outside every control. Pointers here are sections 2, 3 and 11.
The Legal Services Act 2007 section 12 includes, within legal activity, advice or assistance in applying the law. Reserved activities are listed separately. A first-pass mark is not that work.
Statute links, confidentiality and who decides
The Solicitors Regulation Authority warning on misuse of AI, published 17 August 2026, notes hallucinations of cases and references, and the confidentiality risk if client material is put into a public AI tool. Compare each statute link with the clause. This product is not a solicitor and not reserved work. Scotland and Northern Ireland sit outside these England and Wales pointers.
High flags on the cap stack go to a solicitor
First pass marks, then counsel on High
Send the marked file when a wide one-way trigger is carved out of the cap or never mentioned; when the statute pointer does not match the sentence or the contract; or when you will not wear the exposure. Third-party claims inside a one-way promise take the same path.
The first pass lists questions on their draft. It does not rewrite the indemnity, grade reasonableness, or sign the contract. You decide what to push back on. A solicitor decides the High items.
Do not retitle this page as a how-to
Before you leave, point to the trigger words, say who indemnifies whom, and say whether the limitation clause includes that indemnity, gives it a higher figure, carves it out, or is silent. High items go to a solicitor with the marked file. The checklist stays a log, the cap guide stays a how-to, and defence control stays on its own article.
If that draft is already a PDF or DOCX, open document analysis and read the flags on the indemnity wording before you sign. High marks still go to a solicitor with the marked file.
FAQ
What comes back after I upload a contract for an indemnity pass?
The contract you uploaded, as a PDF or DOCX, with flags on the indemnity wording: the trigger, who indemnifies whom, and how that promise sits against the liability cap. Each mark has a short explanation and, where it may apply, a pointer to England and Wales statute text. You do not get a 0 to 100 score, a rewritten clause, or a set of sliders.
Does a mutual heading mean both sides make the same promise?
No. Read the operative sentences. A heading that says mutual can hide a one-way obligation, or a return promise narrower than the one you give. The flag marks who pays whom. The Civil Liability (Contribution) Act 1978 does not turn a one-way contract indemnity into a mutual one. It deals with contribution between people already liable for the same damage.
How do I read a limitation clause that never mentions the indemnity?
Treat silence as its own reading, next to three others: the indemnity sits inside the general cap, a higher figure is named for it, or the limitation clause carves it out. Silence means the cap heading alone does not show whether the fee number holds the promise. Do not invent a higher figure on this page. The fees-paid walk lives in the MSA liability cap guide.
Is this the same job as the indemnity clause review checklist?
No. That checklist, published 27 August 2026, is a log you work before signature. This page is the upload of the whole contract, with flags on the wording. Use the checklist when you want the log. Use this tool when you want marks on the file in front of you.
When should an indemnity mark go to a solicitor?
Send the marked file when the trigger is wide and one-way and the cap carves that promise out or stays silent; when a statute pointer does not match the sentence or the kind of contract; or when the exposure is one you will not wear. The first pass lists those questions. It does not rule on reasonableness and it does not sign the contract.
Why can a mark point at the Unfair Contract Terms Act 1977?
The mark can point at section 2, section 3, or section 11 so you can read the official text next to the sentence. Section 2 covers negligence, including death and personal injury. Section 3 covers written standard terms of business. Section 11 is the reasonableness test, including resources and insurance where liability is held to a specified sum. Section 4 is omitted and is not live business-to-business control. Scotland and Northern Ireland are separate.
Related guides
Related articles
