If You Skipped the Indemnification Section, Read This Now

If you’ve ever flipped through a construction contract and skimmed past the indemnification section, you’re not alone. It’s usually buried somewhere in the middle, packed with dense language, and written in a way that feels intentionally confusing.

But here’s the truth most people learn too late: Indemnification clauses quietly decide who pays when something goes wrong.

An injury on the jobsite. A lawsuit from a third party. Property damage that turns into a legal mess. In many construction disputes, the fight isn’t really about what happened—it’s about who agreed to cover whose losses.

Let’s break down how indemnification clauses actually work in construction contracts, how Florida law limits them, and how owners, contractors, and subcontractors can shift or share risk effectively instead of accidentally taking on far more than they intended.

What Is an Indemnification Clause, in Plain English?

At its core, indemnification is about financial responsibility.

An indemnification clause is a contract provision where one party agrees to defend, indemnify, and hold harmless another party from certain claims, damages, or losses—usually those brought by third parties. In simple terms, it answers questions like:

• If someone sues, who pays the legal bills?
• If damages are awarded, who covers the cost?
• If the claim involves multiple parties, how is fault allocated?

In construction, indemnification almost always comes into play when something goes wrong involving someone outside the contract, such as an injured worker, a neighboring property owner, or a third-party vendor.

Why Indemnification Matters So Much in Construction Projects

Construction projects are inherently risky. Multiple parties are working simultaneously, often under tight deadlines, using heavy equipment, and interacting with the public.

Because of that, construction contracts don’t just define scope and payment—they are also risk allocation tools. Indemnification clauses are one of the primary ways parties decide:

• Who absorbs liability
• Who carries insurance
• Who pays when insurance isn’t enough

A poorly drafted indemnification clause can expose a party to massive liability that far exceeds the value of the contract itself.

The Three Most Common Types of Indemnification Clauses

Not all indemnification clauses are created equal. Most fall into one of three categories, each with very different consequences.

Broad Form Indemnification

This is the most aggressive form. One party agrees to indemnify another even if the indemnitee is partially or entirely at fault.

In Florida construction contracts, this type of clause is generally unenforceable. Florida law does not allow a party to be indemnified for its own negligence unless very specific statutory requirements are met—and even then, limits apply.

Intermediate Form Indemnification

Here, one party agrees to indemnify another for claims arising out of the indemnitor’s work, even if the indemnitee is partially negligent, but not if the indemnitee is solely negligent.

This type of clause is common, but still subject to statutory limitations in Florida.

Limited Form Indemnification

This is the most balanced and most enforceable structure. The indemnitor agrees to indemnify the other party only to the extent of its own negligence or fault.

Limited form indemnification aligns closely with Florida’s public policy and comparative fault principles, making it far less likely to be struck down by a court.

Florida’s Anti-Indemnity Statute: The Rules You Can’t Ignore

Florida does not allow unlimited risk shifting in construction contracts. Section 725.06, Florida Statutes, places strict limits on indemnification provisions in construction agreements. Under Florida law:

• A party generally cannot be indemnified for its own negligence
• Any indemnification for another party’s negligence must be clearly stated
• Indemnity obligations tied to negligence must often be supported by specific insurance requirements
• There are monetary caps tied to the available insurance coverage

In other words, you cannot sneak broad indemnification into a contract and expect it to hold up in court. If an indemnification clause violates Florida’s statutory requirements, a court may:

• Strike the clause entirely
• Sever the offending language
• Limit enforcement to the extent allowed by law

That can completely change the risk profile of a project after the fact.

Indemnification and Insurance: Closely Related, But Not the Same

One of the biggest misconceptions in construction contracts is that insurance automatically covers indemnification obligations. It doesn’t.

Indemnification is a contractual promise. Insurance is a separate agreement with an insurer. If the indemnification clause is broader than the insurance coverage, the indemnifying party may be personally responsible for uncovered losses.

That’s why many contracts pair indemnification clauses with insurance requirements, such as:

• Additional insured endorsements
• Specific policy limits
• Completed operations coverage
• Waivers of subrogation

When indemnification and insurance are not aligned, gaps appear—and those gaps are where lawsuits thrive.

How Indemnification Plays Out in the Real World

Imagine a subcontractor’s employee is injured on a jobsite and sues the property owner and general contractor. The general contractor turns to the subcontractor and demands defense and indemnification under the contract.

Whether the subcontractor must pay depends on:

• The wording of the indemnification clause
• Whether the injury arose from the subcontractor’s work
• Whether the general contractor was negligent
• Whether the clause complies with Florida law
• Whether insurance coverage applies

In many cases, the indemnification provision—not the injury itself—becomes the central battleground.

Common Indemnification Mistakes Contractors and Owners Make

Many disputes arise not from bad intentions, but from overlooked language. Some of the most common problems include:

• Accepting “defend, indemnify, and hold harmless” language without limitation
• Assuming insurance automatically satisfies indemnity obligations
• Failing to cap indemnification to available insurance limits
• Using boilerplate contract language from another state
• Ignoring statutory requirements unique to Florida

These mistakes often surface only after a claim is filed—when fixing them is no longer an option.

How Owners, Contractors, and Subcontractors Can Protect Themselves

Effective indemnification is about balance, not dominance. Owners should ensure indemnification clauses:

• Shift responsibility for contractor-controlled risks
• Comply with Florida law
• Are supported by appropriate insurance

Contractors should:

• Avoid broad, one-sided indemnity
• Tie indemnification to fault or scope of work
• Ensure insurance policies actually cover the obligation

Subcontractors should be especially cautious, as they are often asked to indemnify multiple upstream parties while having the least leverage and smallest margins. The best contracts clearly allocate responsibility before something goes wrong, not after.

Why Indemnification Clauses Deserve Real Legal Review

Indemnification language is not “standard.” It is one of the most negotiated—and litigated—sections of construction contracts. Small wording changes can mean the difference between:

• Having your legal fees covered
• Paying for someone else’s mistake
• Or spending years in litigation over who promised what

Reviewing indemnification clauses before signing is far less expensive than litigating them later.

Final Thoughts: One Paragraph Can Shift Millions in Risk

Indemnification clauses don’t look dramatic on the page. But in construction contracts, they are often the most powerful risk-shifting tool in the entire agreement.

Whether you’re an owner, contractor, or subcontractor, understanding how indemnification works—and how Florida law limits it—can protect you from unexpected liability and costly disputes.

At DuFault Law, we help clients throughout Florida and Georgia draft, review, and enforce construction contracts that allocate risk intelligently and legally—before problems arise.

Your Contract Should Protect You—Not Expose You

If you’re a contractor, subcontractor, or owner dealing with indemnification language, now is the time to act. Reach out to DuFault Law and get clarity before you agree to more risk than you intended.

• Call us at (239) 422-6400
• Email us at contact@dufaultlaw.com
• Or Visit our Contact Page to schedule a consultation