Definition
The party in an indemnity relationship who receives protection — that is, the one entitled to be held harmless, reimbursed, or defended against specified losses, claims, or liabilities by the other party (the indemnitor). In a contract of indemnity, the indemnitee is the beneficiary of the promise: if a covered loss occurs, the indemnitor bears it so the indemnitee does not.
The term operates in two overlapping contexts:
1. Contractual indemnity. A party to an agreement — a subcontractor, a tenant, a product purchaser, a franchisee — who bargained for, or had imposed on it, a hold-harmless or indemnification clause. The clause defines the scope of protection: which losses are covered, whether defense costs are included, and whether the indemnitee's own negligence is covered (a point of frequent dispute and statutory limitation).
2. Common-law indemnity. A party who, without a written agreement, is entitled to shift a loss to another because of the parties' relationship — for example, a vicariously liable employer seeking indemnification from the employee whose act caused the injury. Here the indemnitee's right arises from the law, not from contract.
Why It Matters in Research
Indemnitor/indemnitee terminology saturates transactional documents, insurance policies, construction contracts, and commercial leases, but courts interpret it variably. Several research traps deserve attention.
Anti-indemnity statutes. Many states have enacted statutes that void or limit indemnity clauses in construction contracts that attempt to protect an indemnitee against its own negligence. These statutes directly affect whether the indemnitee can enforce the clause. Researchers moving between jurisdictions must check whether such a statute applies — the clause's text may be enforceable in one state and void in another.
Insurance and additional-insured provisions. In practice, indemnitee protection often runs alongside an additional-insured requirement in the indemnitor's insurance policy. Researchers examining disputes should track both the indemnity clause and the insurance endorsement separately; the two may not align in scope or trigger.
Active vs. passive negligence distinctions. Some jurisdictions distinguish whether an indemnitee was actively or passively negligent when deciding whether indemnification is available. This distinction appears frequently in older case law and may control outcomes in states that have not modernized their indemnity doctrine through statute.
Tender of defense. An indemnitee who fails to timely tender its defense to the indemnitor may forfeit some or all indemnification rights. Research into indemnity disputes should account for the procedural history of any such tender.
The corpus will show indemnity clauses drafted broadly (covering "any and all claims") and narrowly (limited to third-party bodily injury). The word "indemnitee" in a contract signals that the drafter is using the technical legal vocabulary; older agreements often use functional equivalents — "the party to be held harmless," "the protected party" — without using the term at all. Researchers should search both the term and its functional substitutes.
Historical Dictionary Support
Both Black's editions carry identical, brief definitions: "The person who, in a contract of indemnity, is to be indemnified or protected by the other." This formulation is accurate but narrow — it situates the indemnitee exclusively in contract, which reflects the dominant historical treatment. Common-law indemnity, which does not require a written contract, is not addressed in either edition. Researchers relying only on these historical sources would miss the common-law dimension that modern courts regularly apply. Neither edition addresses the indemnitee's obligations (such as the duty to cooperate or to provide notice), which are now standard features of indemnity disputes. The historical entries are useful as a baseline but should be supplemented with modern secondary sources when researching the full scope of an indemnitee's rights and responsibilities.
Jurisdictional Note
Anti-indemnity statutes vary significantly by state and often by industry sector (construction, oil and gas, motor carrier). Whether an indemnitee can recover for losses caused by its own negligence turns almost entirely on state law, making jurisdiction the first research question in any indemnity dispute.
Encyclopedia Cross-Reference
See Law Mind Encyclopedia: Indemnity; Hold-Harmless Agreements; Construction Contract Law.