If “Indemnify, Defend, and Hold Harmless” Isn’t Enough

Yesterday I received from longtime reader Chris Lemens an email complaining about someone opting for indemnify, hold harmless, and exonerate. It’s bad enough to have hold harmless, not to mention defend—why add exonerate!

I looked into indemnify plus exonerate, and yes, it’s a thing:

But inspired by Chris, I looked for other gratuitous additions to indemnify, and I found protect:

Then I threw caution to wind and found gross-up, reimburse, and make whole:

I’m sure that in another 15 minutes on EDGAR I could have found additional verbs used with indemnify. Anyone have any other candidates, with screenshots to prove it?

The moral of this story is that it’s dumb to add extra verbs in the hope that somehow they’ll provide more indemnification coverage. If you want indemnification to cover a particular circumstance, say so explicitly. When you do that, the verb becomes largely irrelevant. Go with just indemnify, until such time as there’s appetite for a simpler verb.

(If you’re in an indemnification frame of mind, go here for all my posts on indemnification.)

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also head of Adams Contracts, a division of LegalSifter that is developing highly customizable contract templates.

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