Indemnity

The Court's insistence that such provisions be unambiguous and unequivocal arises from its concern that, generally speaking, one should not be able to contract against the consequences of his own wrong. However, as stated in 41 Am.Jur.2d, Indemnity , § 9 (1968), the general rule seems to be: Broadly speaking, a promise of indemnity for the performance of an act not illegal, immoral, or against public policy is valid. Thus, indemnity against loss on account of a business transaction is proper. And, although there is some earlier authority to the contrary, it is now the prevailing rule that a contract may validly provide for the indemnification of one against, or relieve him from liability for, his own future acts of negligence provided the indemnity against such negligence is made unequivocally clear in the contract. Section 15: A contract of indemnity purporting or claimed to relieve one from the consequences of his failure to exercise ordinary care must be strictly construed. Accordingly, it is frequently stated as the general rule that a contract of indemnity will not be construed to indemnify the indemnitee against losses resulting from his own negligent acts unless such intention is expressed in clear and unequivocal terms, or unless no other meaning can be ascribed to it. Alabama has generally followed these general rules when construing contracts between private parties, as distinguished from corporations performing a public service.

However, after carefully reviewing all of the authority in this state, we are compelled to conclude that, if the parties knowingly, evenhandedly, and for valid consideration, intelligently enter into an agreement whereby one party agrees to indemnify the other, including indemnity against the indemnitee's own wrongs, if expressed in clear and unequivocal language, then such agreements will be upheld. To the extent that Alabama Great Southern Railroad Co. v. Sumter Plywood Corp. , supra, holds otherwise, it is hereby modified.

(b) Notwithstanding any provision of law to the contrary, a motor carrier and a shipper, in a motor carrier transportation contract, may not agree to any provision, clause, covenant, or agreement contained in, collateral to, or affecting a motor carrier transportation contract that does any of the following: (1) Purports to indemnify, defend, or hold harmless, or has the effect of indemnifying, defending, or holding harmless, the shipper from or against any liability for loss or damage resulting from the criminal acts of the shipper. (2) Purports to indemnify, defend, or hold harmless, or has the effect of indemnifying, defending, or holding harmless, the shipper from or against any liability for loss or damage resulting from the intentionally wrongful acts or omissions of the shipper. (3) Purports to indemnify, defend, or hold harmless, or has the effect of indemnifying, defending, or holding harmless, the shipper from or against any liability for loss or damage resulting from the wantonness of the shipper. (4) Purports to indemnify, defend, or hold harmless, or has the effect of indemnifying, defending, or holding harmless, the shipper from or against any liability for loss or damage resulting solely from the negligence of the shipper. (5) Purports to indemnify, defend, or hold harmless, or has the effect of indemnifying, defending, or holding harmless, the shipper from or against any liability for claims of loss or damage resulting where: a. the property in the trailer is loaded and sealed by the shipper and the motor carrier is not able to inspect the trailer, and b. the manner in which the trailer is loaded and sealed is the proximate cause of the loss or damage. (6) Purports to indemnify, defend, or hold harmless, or has the effect of indemnifying, defending, or holding harmless, the motor carrier from or against any liabilities for loss or damage resulting from the negligence or intentional acts or omissions of the motor carrier. (7) Purports to indemnify, defend, or hold harmless, or has the effect of indemnifying, defending, or holding harmless, the shipper where: a. the property being transported or the packaging of the property being transported has a latent defect that the motor carrier is not able to discover, and b. the latent defect is the proximate cause of the loss or damage.

The Court has, for many years, held that as between private parties, indemnity contracts are enforceable if the contract clearly indicates an intention to indemnify against the consequences of the indemnitee's negligence, and such provision was clearly understood by the indemnitor, and there is not shown to be evidence of a disproportionate bargaining position in favor of the indemnitee.

The Contractor [Industrial Tile] shall be solely responsible to indemnify and hold harmless the Owner [Courtaulds], its agents, servants and employees, from and against any and all claims, losses, suits, damages, judgments, expenses, costs and charges of every kind and nature, whether direct or indirect, on account of or by reason of, bodily injuries (including death) to any person or persons, including, but not limited to its agents, servants and employees or other of the Owner, Contractor or any subcontractor and injury to or destruction of property (including the loss of use thereof) of the Owner, or others arising out of or occurring in connection with the performance of the work to be done pursuant to the contract and whether or not caused by or contributed to, or alleged to have been caused by or contributed to, by the active, passive, affirmative, sole or concurrent negligence or breach of any statutory duty, whether non-delegable or otherwise on the part of the owner or its agents, servants or employees, or liability therefor imputed as a matter of law to the owner and/or its agents, servants or employees or from the failure of or any condition in materials or parts or faulty workmanship furnished by the Owner, Contractor or any Sub-Contractor and/or their respective agents, servants or employees pursuant to the Contract.

Based upon the record before us, we cannot say as a matter of law that the agreement involved in this case fails to meet that test. Therefore, we reverse the trial court, and remand the claim asserted by Courtaulds in its cross-claims against Industrial Tile, based upon the written indemnity provision, for reconsideration in light of this opinion. CASE NO. 78-462 AFFIRMED. CASE NO. 78-401 REVERSED AND REMANDED. TORBERT, C.J., and MADDOX, ALMON and BEATTY, JJ., concur. FAULKNER, JONES and EMBRY, JJ., concur in part and dissent in part.

(e) This section shall apply only to motor carrier transportation contracts entered into after May 3, 2012.

(a) In this section, the following words shall have the following meanings: (1) MOTOR CARRIER. The same meaning ascribed in subdivision (10) of Section 37-3-2, or any successor provision and includes an agent, employee, servant, or independent contractor of the motor carrier if the agent, employee, servant, or independent contractor provides services in connection with the particular motor vehicle transportation contract to which subsection (b) applies.

(c) If any part of a provision of a motor carrier transportation contract violates this section then that part only is void and unenforceable to the extent of the violation. Nothing in this section affects any provision, clause, covenant, or agreement contained in, collateral to, or affecting a motor carrier transportation contract whereby either: (1) a motor carrier indemnifies, defends, or holds harmless a shipper against liability for loss or damage to the extent the loss or damage did not result from the negligence, wantonness, intentionally wrongful acts or omissions of the shipper, or (2) a motor carrier is required to maintain policies of liability insurance and to include a shipper as an additional insured on those policies, provided that the policies are not workers’ compensation policies.

(d) This section does not apply to the Uniform Intermodal Interchange and Facilities Access Agreement administered by the Intermodal Association of North America or any other agreement providing for the interchange, use, or possession of intermodal chassis, containers, or other intermodal equipment.

A road or bridge contract may not require a party to the contract to indemnify, hold harmless, or defend another party for liability, damages, losses, or costs caused by the negligence, wantonness, recklessness, or intentional misconduct of the party to be indemnified or its officers, employees, or agents. Any such requirement contained in a contract entered into after April 20, 2021 is void and unenforceable.

A road or bridge contract may contain a provision requiring a party to the contract to indemnify, hold harmless, or defend another party, but only to the extent that liability, damages, losses, or costs are caused by the negligence, wantonness, recklessness, or intentional conduct of the indemnifying party or the indemnifying party’s officers, employees, or agents.

As used in this chapter, the following words have the following meanings: (1) PARTY. A private business or individual that is a party to a road and bridge contract. The term does not include the Department of Transportation, a county commission, or any other governmental awarding authority. (2) ROAD OR BRIDGE CONTRACT. A contract or a subcontract for the planning, construction, repair, reconstruction, replacement, rehabilitation, or improvement of any road or bridge and financed in whole or in part by state, county, municipal, or federal funds. This definition does not include any contract for the installation, construction, repair, replacement, relocation, or maintenance of facilities or equipment of a utility or located on utility infrastructure in public road or bridge rights-of-way.

A road or bridge contract may not require a party to the contract to provide insurance coverage to another party as an additional insured for claims that arise out of or are caused by the second party’s own negligent, reckless, wanton, or intentional conduct or that of its officers, employees, or agents. Any additional insured coverage required under a road or bridge contract may not be broader than the scope of indemnity provided for in Section 39-9-3 or Section 39-9-4.

This chapter does not apply to indemnity of a surety by a principal on a construction contract bond or to indemnity of an insurer’s obligations to its insureds.

As used in this section, the term “design professional” means a person or entity who is licensed or authorized in this state to practice architecture, landscape architecture, surveying, engineering, interior design, or geology.

(b) A provision of a contract for the professional services of a design professional entered into after July 1, 2021, is void and unenforceable if it does any of the following: (1) Requires the design professional to indemnify or hold harmless a contracting party, an indemnitee, or a third party against liability for damage other than liability for damage to the extent caused by, or in proportion to the extent the design professional participates in resolution of a claim based on, an act of negligence, recklessness, intentional tort, intellectual property infringement, or failure to pay a subconsultant or supplier that is committed by the design professional or the design professional’s agent, consultant under contract, or other entity for which the design professional is legally liable. (2) Requires the design professional to defend a contracting party, an indemnitee, or a third party against a claim arising out of the rendering of or failure to render professional services by the design professional or its agents that is not otherwise covered by the design professional’s policy of professional liablity insurance. (3) Requires the design professional to list a party or any other person or entity as an additional insured on the design professional’s policy of professional liability insurance. (4) Subjects the design professional to a standard of care different than that provided under subsection (d).

(c) Nothing in this section voids a provision of a contract for the professional services of a design professional to the extent that it includes any or all of the following: (1) A requirement that the design professional list an additional insured on the design professional’s general liability insurance policy, automobile liability insurance policy, or both, and provide coverage and any defense provided by those policies. (2) A provision for the reimbursement of a contracting party’s or an indemnitee’s reasonable attorney fees, damages, losses, injuries, or other litigation costs in proportion to the design professional’s liability, or in proportion to the extent the design professional participates in resolution of a claim also made against the contracting party or indemnitee. (3) A provision or requirement not otherwise in conflict with subsection (b).

(d)(1) A contract for the professional services of a design professional shall require the design professional to perform the services with the professional skill and care ordinarily provided by a competent design professional practicing under the same or similar circumstances and professional licenses as expeditiously as is prudent considering the ordinary professional skill and care of a competent design professional. (2) If a standard of care provision in a contract differs from the skill and care required under subdivision (1), the standard of care provided in subdivision (1) shall apply.

A provision, clause, covenant, or agreement contained in, collateral to, or affecting a construction contract that purports to indemnify the promisee against liability for damages for (1) death or bodily injury to persons, (2) injury to property, (3) design defects, or (4) other loss, damage or expense arising under (1), (2), or (3) of this section from the sole negligence or wilful misconduct of the promisee or the promisee's agents, servants, or independent contractors who are directly responsible to the promisee, is against public policy and is void and unenforceable

is against public policy and is void and unenforceable; however, this provision does not affect the validity of an insurance contract, workers' compensation, or agreement issued by an insurer subject to the provisions of AS 21 , or a provision, clause, covenant, or agreement of indemnification respecting the handling, containment, or cleanup of oil or hazardous substances as defined in AS 46 .

Alaska Statute 45.45.900 limits the enforceability of indemnification clauses: it requires that such clauses not be enforced if they serve to indemnify the indemnitee from its own sole negligence or willful misconduct.

In Burgess and Duty Free Shoppers, we held that a clause requiring indemnity and defense for claims brought "on account of" or "in connection with" the indemnitor's work is broad enough to include any claims for injuries sustained by the indemnitor's employees while on the job that is the subject of the indemnity clause. 23 We also held that fault *354 was immaterial to this analysis.

As we held in Burgess v. State and Duty Free Shoppers Group Lid. v. State, if an indemnity clause is broad enough it may indemnify regardless of the parties' liabilities or fault.

Neither part of the Providence/Hoffman indemnity clause purports to indemnify Hoffman for Providence's sole negligence. Therefore, as a matter of law, AS 45.45.900 does not invalidate the Providence/Hoffman indemnity clause.

Providence claims that AS 45.45.900 does not apply to invalidate the clause unless Providence alone is 100% at fault. However, this is not strictly correct; AS 45.45.900 would invalidate the clause if applied when Providence and its abatement contractors were collectively 100% at fault.

(a) Except as provided in Sections 2782.1, 2782.2, 2782.5, and 2782.6, provisions, clauses, covenants, or agreements contained in, collateral to, or affecting any construction contract and that purport to indemnify the promisee against liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole negligence or willful misconduct of the promisee or the promisee’s agents, servants, or independent contractors who are directly responsible to the promisee, or for defects in design furnished by those persons, are against public policy and are void and unenforceable; provided, however, that this section shall not affect the validity of any insurance contract, workers’ compensation, or agreement issued by an admitted insurer as defined by the Insurance Code.

(a) For all contracts, and amendments thereto, entered into on or after January 1, 2018, for design professional services, all provisions, clauses, covenants, and agreements contained in, collateral to, or affecting any such contract, and amendments thereto, that purport to indemnify, including the duty and the cost to defend, the indemnitee by a design professional against liability for claims against the indemnitee, are unenforceable, except to the extent that the claims against the indemnitee arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional. In no event shall the cost to defend charged to the design professional exceed the design professional’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with other parties regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in this section. This section shall not be waived or modified by contractual agreement, act, or omission of the parties. Contractual provisions, clauses, covenants, or agreements not expressly prohibited herein are reserved to the agreement of the parties.

In the interpretation of a contract of indemnity, the following rules are to be applied, unless a contrary intention appears: 1. Upon an indemnity against liability, expressly, or in other equivalent terms, the person indemnified is entitled to recover upon becoming liable; 2. Upon an indemnity against claims, or demands, or damages, or costs, expressly, or in other equivalent terms, the person indemnified is not entitled to recover without payment thereof; 3. An indemnity against claims, or demands, or liability, expressly, or in other equivalent terms, embraces the costs of defense against such claims, demands, or liability incurred in good faith, and in the exercise of a reasonable discretion; 4. The person indemnifying is bound, on request of the person indemnified, to defend actions or proceedings brought against the latter in respect to the matters embraced by the indemnity, but the person indemnified has the right to conduct such defenses, if he chooses to do so; 5. If, after request, the person indemnifying neglects to defend the person indemnified, a recovery against the latter suffered by him in good faith, is conclusive in his favor against the former; 6. If the person indemnifying, whether he is a principal or a surety in the agreement, has not reasonable notice of the action or proceeding against the person indemnified, or is not allowed to control its defense, judgment against the latter is only presumptive evidence against the former; 7. A stipulation that a judgment against the person indemnified shall be conclusive upon the person indemnifying, is inapplicable if he had a good defense upon the merits, which by want of ordinary care he failed to establish in the action.

Recently, City of Watsonville v. Corrigan (2007) 149 Cal.App.4th 1542 [ 58 Cal.Rptr.3d 458 ] observed once again that subdivision 4 of section 2778 “describes the indemnitor’s duty to defend . . . actions or proceedings brought against the indemnitee if the latter requests the defense.” (City of Watsonville, supra, at p. 1549 , original italics.) However, the Court of Appeal held that by failing to request a defense, or to notify the indemnitor of the third party action, and by unilaterally deciding to conduct its own defense, the indemnitee does not necessarily forfeit its contractual right to reimbursement of its defense costs under the indemnity provisions of subdivision 3 of the statute. Thus, as these decisions indicate, subdivision 4 of section 2778, by specifying an indemnitor’s duty “to defend” the indemnitee upon the latter’s request, places in every indemnity contract, unless the agreement provides otherwise, a duty to assume the indemnitee’s defense, if tendered, against all claims “embraced by the indemnity.” The indemnitor’s failure to assume the duty to defend the indemnitee upon request (§ 2778, subd. 4) may give rise to damages in the form of reimbursement of defense costs the indemnitee was *558 thereby forced to incur. But this duty is nonetheless distinct and separate from the contractual obligation to pay an indemnitee’s defense costs, after the fact, as part of any indemnity owed under the agreement. (Id., subd. 3.) Implicit in this understanding of the duty to defend an indemnitee against all claims “embraced by the indemnity,” as specified in subdivision 4 of section 2778, is that the duty arises immediately upon a proper tender of defense by the indemnitee, and thus before the litigation to be defended has determined whether indemnity is actually owed. This duty, as described in the statute, therefore cannot depend on the outcome of that litigation. It follows that, under subdivision 4 of section 2778, claims “embraced by the indemnity,” as to which the duty to defend is owed, include those which, at the time of tender, allege facts that would give rise to a duty of indemnity.

(a) Except as provided in subdivision (b), provisions, clauses, covenants, and agreements contained in, collateral to, or affecting any construction contract and amendments thereto entered into on or after January 1, 2013, that purport to insure or indemnify, including the cost to defend, a general contractor, construction manager, or other subcontractor, by a subcontractor against liability for claims of death or bodily injury to persons, injury to property, or any other loss, damage, or expense are void and unenforceable to the extent the claims arise out of, pertain to, or relate to the active negligence or willful misconduct of that general contractor, construction manager, or other subcontractor, or their other agents, other servants, or other independent contractors who are responsible to the general contractor, construction manager, or other subcontractor, or for defects in design furnished by those persons, or to the extent the claims do not arise out of the scope of work of the subcontractor pursuant to the construction contract. This section shall not be waived or modified by contractual agreement, act, or omission of the parties. Contractual provisions, clauses, covenants, or agreements not expressly prohibited herein are reserved to the agreement of the parties. This section shall not affect the obligations of an insurance carrier under the holding of Presley Homes, Inc. v. American States Insurance Company (2001) 90 Cal.App.4th 571, nor the rights of an insurance carrier under the holding of Buss v. Superior Court (1997) 16 Cal.4th 35.

Nothing contained in Section 2782 shall prevent a party to a construction contract and the owner or other party for whose account the construction contract is being performed from negotiating and expressly agreeing with respect to the allocation, release, liquidation, exclusion, or limitation as between the parties of any liability (a) for design defects, or (b) of the promisee to the promisor arising out of or relating to the construction contract.

Nothing contained in Section 2782 shall prevent a contractor responsible for the performance of a construction contract, as defined in Section 2783, from indemnifying fully a person, firm, corporation, state or other agency for whose account the construction contract is not being performed but who, as an accommodation, enters into an agreement with the contractor permitting such contractor to enter upon or adjacent to its property for the purpose of performing such construction contract for others.

(e) Subdivision (a) does not prohibit a subcontractor and a general contractor or construction manager from mutually agreeing to the timing or immediacy of the defense and provisions for reimbursement of defense fees and costs, so long as that agreement does not waive or modify the provisions of subdivision (a) subject, however, to paragraphs (1) and (2). A subcontractor shall owe no defense or indemnity obligation to a general contractor or construction manager for a claim unless and until the general contractor or construction manager provides a written tender of the claim, or portion thereof, to the subcontractor that includes the information provided by the claimant or claimants relating to claims caused by that subcontractor’s scope of work. In addition, the general contractor or construction manager shall provide a written statement regarding how the reasonable allocated share of fees and costs was determined. The written tender shall have the same force and effect as a notice of commencement of a legal proceeding. If a general contractor or construction manager tenders a claim, or portion thereof, to a subcontractor in the manner specified by this subdivision, the subcontractor shall elect to perform either of the following, the performance of which shall be deemed to satisfy the subcontractor’s defense obligation to the general contractor or construction manager: (1) Defend the claim with counsel of its choice, and the subcontractor shall maintain control of the defense for any claim or portion of claim to which the defense obligation applies. If a subcontractor elects to defend under this paragraph, the subcontractor shall provide written notice of the election to the general contractor or construction manager within a reasonable time period following receipt of the written tender, and in no event later than 30 days following that receipt. Consistent with subdivision (a), the defense by the subcontractor shall be a complete defense of the general contractor or construction manager of all claims or portions thereof to the extent alleged to be caused by the subcontractor, including any vicarious liability claims against the general contractor or construction manager resulting from the subcontractor’s scope of work, but not including claims resulting from the scope of work, actions, or omissions of the general contractor or construction manager, or any other party. Any vicarious liability imposed upon a general contractor or construction manager for claims caused by the subcontractor electing to defend under this paragraph shall be directly enforceable against the subcontractor by the general contractor, construction manager, or claimant. All information, documentation, or evidence, if any, relating to a subcontractor’s assertion that another party is responsible for the claim shall be provided by that subcontractor to the general contractor or construction manager that tendered the claim. (2) Pay, within 30 days of receipt of an invoice from the general contractor or construction manager, no more than a reasonable allocated share of the general contractor’s or construction manager’s defense fees and costs, on an ongoing basis during the pendency of the claim, subject to reallocation consistent with subdivision (a), and including any amounts reallocated upon final resolution of the claim, either by settlement or judgment. The general contractor or construction manager shall allocate a share to itself to the extent a claim or claims are alleged to be caused by its work, actions, or omissions, and a share to each subcontractor to the extent a claim or claims are alleged to be caused by the subcontractor’s work, actions, or omissions, regardless of whether the general contractor or construction manager actually tenders the claim to any particular subcontractor, and regardless of whether that subcontractor is participating in the defense. Any amounts not collected from any particular subcontractor may not be collected from any other subcontractor.

(c) Notwithstanding any choice-of-law rules that would apply the laws of another jurisdiction, the law of California shall apply to every contract to which this section applies. (d) Any waiver of the provisions of this section is contrary to public policy and is void and unenforceable.

(e) Subdivision (d) does not prohibit a subcontractor and builder or general contractor from mutually agreeing to the timing or immediacy of the defense and provisions for reimbursement of defense fees and costs, so long as that agreement does not waive or modify the provisions of subdivision (d) subject, however, to paragraphs (1) and (2). A subcontractor shall owe no defense or indemnity obligation to a builder or general contractor for a construction defect claim unless and until the builder or general contractor provides a written tender of the claim, or portion thereof, to the subcontractor which includes all of the information provided to the builder or general contractor by the claimant or claimants, including, but not limited to, information provided pursuant to subdivision (a) of Section 910, relating to claims caused by that subcontractor’s scope of work. This written tender shall have the same force and effect as a notice of commencement of a legal proceeding. If a builder or general contractor tenders a claim for construction defects, or a portion thereof, to a subcontractor in the manner specified by this provision, the subcontractor shall elect to perform either of the following, the performance of which shall be deemed to satisfy the subcontractor’s defense obligation to the builder or general contractor: (1) Defend the claim with counsel of its choice, and the subcontractor shall maintain control of the defense for any claim or portion of claim to which the defense obligation applies. If a subcontractor elects to defend under this paragraph, the subcontractor shall provide written notice of the election to the builder or general contractor within a reasonable time period following receipt of the written tender, and in no event later than 90 days following that receipt. Consistent with subdivision (d), the defense by the subcontractor shall be a complete defense of the builder or general contractor of all claims or portions thereof to the extent alleged to be caused by the subcontractor, including any vicarious liability claims against the builder or general contractor resulting from the subcontractor’s scope of work, but not including claims resulting from the scope of work, actions, or omissions of the builder, general contractor, or any other party. Any vicarious liability imposed upon a builder or general contractor for claims caused by the subcontractor electing to defend under this paragraph shall be directly enforceable against the subcontractor by the builder, general contractor, or claimant. (2) Pay, within 30 days of receipt of an invoice from the builder or general contractor, no more than a reasonable allocated share of the builder’s or general contractor’s defense fees and costs, on an ongoing basis during the pendency of the claim, subject to reallocation consistent with subdivision (d), and including any amounts reallocated upon final resolution of the claim, either by settlement or judgment. The builder or general contractor shall allocate a share to itself to the extent a claim or claims are alleged to be caused by its work, actions, or omissions, and a share to each subcontractor to the extent a claim or claims are alleged to be caused by the subcontractor’s work, actions, or omissions, regardless of whether the builder or general contractor actually tenders the claim to any particular subcontractor, and regardless of whether that subcontractor is participating in the defense. Any amounts not collected from any particular subcontractor may not be collected from any other subcontractor.

(e) The provisions of this section pertaining to the duty and cost to defend shall not apply to either of the following: (1) Any contract for design professional services, or amendments thereto, where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis. (2) A design professional who is a party to a written design-build joint venture agreement. (f) Nothing in this section shall abrogate the provisions of Section 1104 of the Public Contract Code. (g) Indemnitee, for purposes of this section, does not include any agency of the state.

(b) (1) Except as provided in Sections 2782.1, 2782.2, and 2782.5, provisions, clauses, covenants, or agreements contained in, collateral to, or affecting any construction contract with a public agency entered into before January 1, 2013, that purport to impose on the contractor, or relieve the public agency from, liability for the active negligence of the public agency are void and unenforceable. (2) Except as provided in Sections 2782.1, 2782.2, and 2782.5, provisions, clauses, covenants, or agreements contained in, collateral to, or affecting any construction contract with a public agency entered into on or after January 1, 2013, that purport to impose on any contractor, subcontractor, or supplier of goods or services, or relieve the public agency from, liability for the active negligence of the public agency are void and unenforceable.

(c) (1) Except as provided in subdivision (d) and Sections 2782.1, 2782.2, and 2782.5, provisions, clauses, covenants, or agreements contained in, collateral to, or affecting any construction contract entered into on or after January 1, 2013, with the owner of privately owned real property to be improved and as to which the owner is not acting as a contractor or supplier of materials or equipment to the work, that purport to impose on any contractor, subcontractor, or supplier of goods or services, or relieve the owner from, liability are unenforceable to the extent of the active negligence of the owner, including that of its employees. (2) For purposes of this subdivision, an owner of privately owned real property to be improved includes the owner of any interest therein, other than a mortgage or other interest that is held solely as security for performance of an obligation. (3) This subdivision shall not apply to a homeowner performing a home improvement project on his or her own single family dwelling.

(d) For all construction contracts, and amendments thereto, entered into after January 1, 2009, for residential construction, as used in Title 7 (commencing with Section 895) of Part 2 of Division 2, all provisions, clauses, covenants, and agreements contained in, collateral to, or affecting any construction contract, and amendments thereto, that purport to insure or indemnify, including the cost to defend, the builder, as defined in Section 911, or the general contractor or contractor not affiliated with the builder, as described in subdivision (b) of Section 911, by a subcontractor against liability for claims of construction defects are unenforceable to the extent the claims arise out of, pertain to, or relate to the negligence of the builder or contractor or the builder’s or contractor’s other agents, other servants, or other independent contractors who are directly responsible to the builder, or for defects in design furnished by those persons, or to the extent the claims do not arise out of, pertain to, or relate to the scope of work in the written agreement between the parties. This section shall not be waived or modified by contractual agreement, act, or omission of the parties. Contractual provisions, clauses, covenants, or agreements not expressly prohibited herein are reserved to the agreement of the parties. Nothing in this subdivision shall prevent any party from exercising its rights under subdivision (a) of Section 910. This subdivision shall not affect the obligations of an insurance carrier under the holding of Presley Homes, Inc. v. American States Insurance Company (2001) 90 Cal.App.4th 571. Nor shall this subdivision affect the obligations of a builder or subcontractor pursuant to Title 7 (commencing with Section 895) of Part 2 of Division 2.

(g) A builder, general contractor, or subcontractor shall have the right to seek equitable indemnity for any claim governed by this section. (h) Nothing in this section limits, restricts, or prohibits the right of a builder, general contractor, or subcontractor to seek equitable indemnity against any supplier, design professional, or product manufacturer. (i) As used in this section, “construction defect” means a violation of the standards set forth in Sections 896 and 897.

(b) This section does not apply to: (1) Contracts for residential construction that are subject to any part of Title 7 (commencing with Section 895) of Part 2 of Division 2. (2) Direct contracts with a public agency that are governed by subdivision (b) of Section 2782. (3) Direct contracts with the owner of privately owned real property to be improved that are governed by subdivision (c) of Section 2782. (4) Any wrap-up insurance policy or program. (5) A cause of action for breach of contract or warranty that exists independently of an indemnity obligation. (6) A provision in a construction contract that requires the promisor to purchase or maintain insurance covering the acts or omissions of the promisor, including additional insurance endorsements covering the acts or omissions of the promisor during ongoing and completed operations. (7) Indemnity provisions contained in loan and financing documents, other than construction contracts to which the contractor and a contracting project owner’s lender are parties. (8) General agreements of indemnity required by sureties as a condition of execution of bonds for construction contracts. (9) The benefits and protections provided by the workers’ compensation laws. (10) The benefits or protections provided by the governmental immunity laws. (11) Provisions that require the purchase of any of the following: (A) Owners and contractors protective liability insurance. (B) Railroad protective liability insurance. (C) Contractors all-risk insurance. (D) Builders all-risk or named perils property insurance. (12) Contracts with design professionals. (13) Any agreement between a promisor and an admitted surety insurer regarding the promisor’s obligations as a principal or indemnitor on a bond.

(b) All contracts and all solicitation documents, including requests for proposal, invitations for bid, and other solicitation documents for design professional services are deemed to incorporate by reference the provisions of this section.

(a) All contracts, provisions, clauses, amendments, or agreements contained therein entered into after January 1, 2009, for a residential construction project on which a wrap-up insurance policy, as defined in subdivision (b) of Section 11751.82 of the Insurance Code, or other consolidated insurance program, is applicable, that require an enrolled and participating subcontractor or other participant to indemnify, hold harmless, or defend another for any claim or action covered by that program, arising out of that project are unenforceable. (b) To the extent any contractual provision is deemed unenforceable pursuant to this section, any party may pursue an equitable indemnity claim against another party for a claim or action unless there is coverage for the claim or action under the wrap-up policy or policies. Nothing in this section shall prohibit a builder or general contractor from requiring a reasonably allocated contribution from a subcontractor or other participant to the self-insured retention or deductible required under the wrap-up policy or other consolidated insurance program, if the maximum amount and method of collection of the participant’s contribution is disclosed in the contract with the participant and the contribution is reasonably limited so that each participant may have some financial obligation in the event of a claim alleged to be caused by that participant’s scope of work. The contribution shall only be collected when and as any such self-insured retention or deductible is incurred by the builder or general contractor and in an amount that bears a reasonable and proportionate relationship to the alleged liability arising from the claim or claims alleged to be caused by the participant’s scope of work, when viewed in the context of the entirety of the alleged claim or claims. Any contribution shall only be collected from a participant after written notice to the participant of the amount of and basis for the contribution. In no event shall the total amount of contributions collected from participants exceed the amount of any self-insured retention or deductible due and payable by the builder or general contractor for the claim or claims. However, this requirement does not prohibit any legally permissible recovery of costs and legal fees to collect a participant’s contribution if the contribution satisfies the requirements of this subdivision and is not paid by the participant when due. (c) This section shall not be waived or modified by contractual agreement, act, or omission of the parties.

Any additional insured endorsement issued by an admitted or nonadmitted insurer for the benefit of a public agency in connection with, collateral to, or affecting any construction contract to which the provisions of subdivision (b) of Section 2782 of the Civil Code apply, shall not provide any duty of indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under subdivision (b) of Section 2782 of the Civil Code. In any case where a claim or loss encompasses the negligence of the original insured and the active negligence of the additional insured that is not covered because of this section, the insurer’s obligation shall be limited to obligations permitted by this section. Any contract requirement that requires a promisor to procure insurance that is invalid under this section shall be invalid.

No local public entity, charter city, or charter county shall require a bidder to assume responsibility for the completeness and accuracy of architectural or engineering plans and specifications on public works projects, except on clearly designated design build projects. Nothing in this section shall be construed to prohibit a local public entity, charter city, or charter county from requiring a bidder to review architectural or engineering plans and specifications prior to submission of a bid, and report any errors and omissions noted by the contractor to the architect or owner. The review by the contractor shall be confined to the contractor’s capacity as a contractor, and not as a licensed design professional.

Here, however, we address issues concerning the contractual duty to defend in a noninsurance context. We consider whether, by their particular terms, the provisions of a pre-2006 residential construction subcontract obliged the subcontractor to defend its indemnitee—the developer-builder of the project—in lawsuits brought against both parties, insofar as plaintiffs’ complaints alleged construction defects arising from the subcontractor’s negligence, even though (1) a jury ultimately found that the subcontractor was not negligent, and (2) the parties have accepted an interpretation of the subcontract that gave the builder no right of indemnity unless the subcontractor was negligent. We conclude that the answer is yes. We will therefore affirm the judgment of the Court of Appeal.

We therefore conclude that the duty “to defend” IMP against claims “founded upon” damage or loss caused by Weather Shield’s negligent performance of its work, as set forth in Weather Shield’s subcontract, imposed such duties on Weather Shield as soon as a suit was filed against IMP that asserted such claims, and regardless of whether it was ultimately determined that Weather Shield was actually negligent. Accordingly, we affirm the judgment of the Court of Appeal. *569 CONCLUSION The judgment of the Court of Appeal is affirmed. The decision in Regan Roofing Co. v. Superior Court, supra, 24 Cal.App.4th 425 , is disapproved to the extent it conflicts with the conclusions set forth in this opinion.

The action involves a dispute over the extent of defendant’s obligation under the additional insured endorsements of two insurance policies to provide plaintiff with a defense in a third party’s construction defects lawsuit.

It is settled that where an insurer has a duty to defend, the obligation generally applies to the entire action, even though the suit involves both covered and uncovered claims, or a single claim only partially covered by the policy.

Defendant contends that in this case nothing supports a finding plaintiff had an objectively reasonable expectation of a full and complete defense, and this court lacks the power to rewrite the policies. This argument lacks merit because an insurer’s duty to defend the entire action is based on public policy, not the terms of the parties’ contract.

Since plaintiff was entitled to have defendant provide a defense to the entire action as a matter of public policy, we reverse the trial court’s decision.

Disposition The judgment is reversed and the matter remanded to the superior court for further proceedings. Appellant shall recover its costs on appeal. Sills, P. J., and Beds worth, J., concurred. A petition for a rehearing was denied July 10, 2001, and respondent’s petition for review by the Supreme Court was denied September 19, 2001. Chin, J., did not participate therein. Kennard, J., was of the opinion that the petition should be granted.

Here, the subcontract at issue not only failed to limit or exclude Weather Shield’s duty “to defend” IMP, as otherwise provided by subdivision 4 of section 2778, it confirmed this duty. In language similar to that of the statute, the subcontract explicitly obligated Weather Shield both to indemnify IMP against certain claims, and “at [its] own expense to defend’ IMP against “any suit or action . . . founded upon” such claims. (Italics added.)

The questions we shall address, and the answers we shall give, are these: First, may the insurer seek reimbursement from the insured for defense costs? Yes, as to claims that are not even potentially covered, but no, as to those that are. Second, for what specific costs may the insurer obtain reimbursement? Those that can be allocated solely to claims that are not *40 even potentially covered. Third, when the insurer seeks reimbursement, which party must carry the burden of proof? The insurer. Fourth and final, what is the burden of proof? Proof by a preponderance of the evidence.

(a) Nothing contained in subdivision (a) of Section 2782 prevents an agreement to indemnify a professional engineer against liability for the negligence of the engineer, or the engineer’s agents or employees, in providing inspection services to plants or other facilities if all the following criteria are satisfied: (1) The promisor is the owner of the plants or facilities inspected. (2) The promisor is audited annually by an independent certified public accountant, public accountant, or accounting licentiate of another state authorized by the laws of that state to perform the audit. (3) The net worth of the promisor exceeds ten million dollars ($10,000,000), as determined by the promisor’s most recent annual independent audit. The requirement of this paragraph shall be satisfied at the time the contract for indemnification is entered, and a subsequent reduction of the promisor’s net worth shall not void the obligation to indemnify. (4) The promisor is self-insured with respect to liability arising from ownership of the plant or facility. (5) The indemnification shall not be applicable to the first two hundred fifty thousand dollars ($250,000) of liability. (b) Subdivision (a) does not authorize contracts for indemnification of liability arising from willful misconduct.

(a) Nothing in subdivision (a) of Section 2782 prevents an agreement to indemnify a professional engineer or geologist or the agents, servants, independent contractors, subsidiaries, or employees of that engineer or geologist from liability as described in Section 2782 in providing hazardous materials identification, evaluation, preliminary assessment, design, remediation services, or other services of the types described in Sections 78125 and 78135 of the Health and Safety Code or the federal National Oil and Hazardous Substances Pollution Contingency Plan (40 C.F.R. Sec. 300.1 et seq.), if all of the following criteria are satisfied: (1) The services in whole or in part address subterranean contamination or other concealed conditions caused by the hazardous materials. (2) The promisor is responsible, or potentially responsible, for all or part of the contamination. (b) The indemnification described in this section is valid only for damages arising from, or related to, subterranean contamination or concealed conditions, and is not applicable to the first two hundred fifty thousand dollars ($250,000) of liability or a greater amount as is agreed to by the parties. (c) This section does not authorize contracts for indemnification, by promisors specified in paragraph (2) of subdivision (a), of any liability of a promisee arising from the gross negligence or willful misconduct of the promisee.

Link’s policy included an endorsement amendingAhe definition of an insured “to include [plaintiff] . . . subject to the following provisions. [^] 1. This insurance applies only with respect to liability: fl[] a. Arising out of ‘your work’ for that insured by or for you; or fl[] b. Arising from the general supervision of ‘your work’ by [plaintiff]. fl[] 2. This insurance does not apply to ‘bodily injury’ or ‘property damage’ arising out of the sole negligence or willful misconduct of, or for defects in design furnished by, [plaintiff].” The endorsement also modified Link’s policy to declare, “This insurance is primary, and our obligations are not affected by any other insurance carried by such additional insured whether primary, excess, contingent, or on any other basis.” The additional insured endorsement in *574 Sunrise’s policy stated as follows: “Who Is an Insured (Section II) is amended to include [plaintiff] as an insured . . . , but only with respect to liability arising out of ‘your work’ for that insured by or for you.”

(j) A general contractor, construction manager, or subcontractor shall have the right to seek equitable indemnity for any claim governed by this section. (k) Nothing in this section limits, restricts, or prohibits the right of a general contractor, construction manager, or subcontractor to seek equitable indemnity against any supplier, design professional, product manufacturer, or other independent contractor or subcontractor.

(l) This section shall not affect the validity of any existing insurance contract or agreement, including, but not limited to, a contract or agreement for workers’ compensation or an agreement issued on or before January 1, 2012, by an admitted insurer, as defined in the Insurance Code.

As used in Sections 2782 and 2782.5, “construction contract” is defined as any agreement or understanding, written or oral, respecting the construction, surveying, design, specifications, alteration, repair, improvement, renovation, maintenance, removal of or demolition of any building, highway, road, parking facility, bridge, water line, sewer line, oil line, gas line, electric utility transmission or distribution line, railroad, airport, pier or dock, excavation or other structure, appurtenance, development or other improvement to real or personal property, or an agreement to perform any portion thereof or any act collateral thereto, or to perform any service reasonably related thereto, including, but not limited to, the erection of all structures or performance of work in connection therewith, electrical power line clearing, tree trimming, vegetation maintenance, the rental of all equipment, all incidental transportation, moving, lifting, crane and rigging service and other goods and services furnished in connection therewith.

Any covenant, promise, agreement or understanding entered into in connection with or collateral to a contract or agreement relative to the construction, alteration, repair or maintenance of any building, structure or appurtenances thereto including moving, demolition and excavating connected therewith, that purports to indemnify or hold harmless the promisee against liability for damage arising out of bodily injury to persons or damage to property caused by or resulting from the negligence of such promisee, such promisee's agents or employees, is against public policy and void, provided this section shall not affect the validity of any insurance contract, workers' compensation agreement or other agreement issued by a licensed insurer.

Indemnification agreements give rise to the same issues and are interpreted in a similar fashion.

In keeping with the well established principle, however, that “[t]he law does not favor contract provisions which relieve a person from his own negligence”; Griffin v. Nationwide Moving & Storage Co., 187 Conn. 405, 413 , 446 A.2d 799 (1982); we conclude that the better rule is that a party cannot be released from liability for injuries resulting from its future negligence in the absence of language that expressly so provides.

There is, however, widespread support in other jurisdictions for *642 a rule requiring that any agreement intended to exculpate a party for its own negligence state so expressly.

Thus, although “[i]n many jurisdictions a written contract of indemnity will not be construed to indemnify against *643 the indemnitee’s own negligence unless there is a clear expression of that intention, and then the contract is strictly construed ... [a] specific reference to negligence of the indemnitee is not always required.” 41 Am. Jur. 2d, Indemnity § 20 (1995).

(b) The provisions of this section shall apply to covenants, promises, agreements or understandings entered into on or after the thirtieth day next succeeding October 1, 1977.

Because the release signed by the plaintiff in the present case did not expressly provide that, by signing it, she released the defendant from liability for damages resulting from its negligence, the trial court improperly granted the defendant’s motion for summary judgment.

The judgment is reversed and the case is remanded to the trial court for further proceedings according to law.

(a) A covenant, promise, agreement or understanding in, or in connection with or collateral to, a contract or agreement (including but not limited to a contract or agreement with the State, any county, municipality or political subdivision of the State, or with any agency, commission, department, body or board of any of them, as well as any contract or agreement with a private party or entity) relative to the construction, alteration, repair or maintenance in the State of a road, highway, driveway, street, bridge or entrance or walkway of any type constructed thereon in the State, and building, structure, appurtenance or appliance in the State, including without limiting the generality of the foregoing, the moving, demolition and excavating connected therewith, purporting to indemnify or hold harmless the promisee or indemnitee or others, or their agents, servants and employees, for damages arising from liability for bodily injury or death to persons or damage to property caused partially or solely by, or resulting partially or solely from, or arising partially or solely out of the negligence of such promisee or indemnitee or others than the promisor or indemnitor, or its subcontractors, agents, servants or employees, is against public policy and is void and unenforceable, even where such covenant, promise, agreement or understanding is crystal clear and unambiguous in obligating the promisor or indemnitor to indemnify or hold harmless the promisee or indemnitee from liability resulting from such promisee’s or indemnitee’s own negligence.

This section shall apply to all phases of the preconstruction, construction, repairs and maintenance described in this subsection, and nothing in this section shall be construed to limit its application to preconstruction professionals such as designers, planners and architects; provided, however, that this section shall not apply to any obligation owed to the Department of Transportation pursuant to a contract awarded under Title 17 or Chapter 69 of Title 29.

(b) Nothing in subsection (a) of this section shall be construed to void or render unenforceable policies of insurance issued by duly authorized insurance companies and insuring against losses or damages from any causes whatsoever.

(c) Subsection (a) of this section does not apply to any covenant, promise, agreement, understanding, or other provision in a partnership agreement of a partnership (whether general or limited), limited liability company agreement, trust agreement, governing instrument of a trust, certificate of incorporation or bylaw.

(1) Any portion of any agreement or contract for or in connection with, or any guarantee of or in connection with, any construction, alteration, repair, or demolition of a building, structure, appurtenance, or appliance, including moving and excavating associated therewith, between an owner of real property and an architect, engineer, general contractor, subcontractor, sub-subcontractor, or materialman or any combination thereof wherein any party referred to herein promises to indemnify or hold harmless the other party to the agreement, contract, or guarantee for liability for damages to persons or property caused in whole or in part by any act, omission, or default of the indemnitee arising from the contract or its performance, shall be void and unenforceable unless the contract contains a monetary limitation on the extent of the indemnification that bears a reasonable commercial relationship to the contract and is part of the project specifications or bid documents, if any. Notwithstanding the foregoing, the monetary limitation on the extent of the indemnification provided to the owner of real property by any party in privity of contract with such owner shall not be less than $1 million per occurrence, unless otherwise agreed by the parties.

Indemnification provisions in any such agreements, contracts, or guarantees may not require that the indemnitor indemnify the indemnitee for damages to persons or property caused in whole or in part by any act, omission, or default of a party other than:(a) The indemnitor; (b) Any of the indemnitor’s contractors, subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees; or (c) The indemnitee or its officers, directors, agents, or employees. However, such indemnification shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees, or for statutory violation or punitive damages except and to the extent the statutory violation or punitive damages are caused by or result from the acts or omissions of the indemnitor or any of the indemnitor’s contractors, subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees.

(2) A construction contract for a public agency or in connection with a public agency’s project may require a party to that contract to indemnify and hold harmless the other party to the contract, their officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the indemnifying party and persons employed or utilized by the indemnifying party in the performance of the construction contract. (3) Except as specifically provided in subsection (2), a construction contract for a public agency or in connection with a public agency’s project may not require one party to indemnify, defend, or hold harmless the other party, its employees, officers, directors, or agents from any liability, damage, loss, claim, action, or proceeding, and any such contract provision is void as against public policy of this state.

(4) This section does not affect any contracts, agreements, or guarantees entered into before the effective date of this section or any renewals thereof.

(1) Notwithstanding the provisions of s. 725.06, if a design professional provides professional services to or for a public agency, the agency may require in a professional services contract with the design professional that the design professional indemnify and hold harmless the agency, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. (2) Except as specifically provided in subsection (1), a professional services contract entered into with a public agency may not require that the design professional defend, indemnify, or hold harmless the agency, its employees, officers, directors, or agents from any liability, damage, loss, claim, action, or proceeding, and any such contract provision shall be void as against the public policy of this state.

In the lease agreement tenant (indemnitor) promises to indemnify landlord (indemnitee) "from and against any and all claims." The indemnity provision does not specifically or affirmatively require indemnification for losses or claims arising from indemnitee's sole negligence.

In our judgment, the use of the general terms "indemnify ... against any and all claims" does not disclose an intention to indemnify for consequences arising solely from the negligence of the indemnitee.

By way of caveat, we note that this cause is for liability resulting solely from the negligence of the indemnitee. With this crucial factor in mind, we specifically limit our decision to similar factual situations by saying the general clause "indemnify ... against any and all claims" or equivalent language does not authorize indemnification for negligence committed by the indemnitee alone.

Accordingly, the decisions in Thomas Awning and Tent Co. v. Toby's Twelfth Cafeteria, supra , and St. Pierre v. Food Fair Stores, North Dade, Inc., supra, are overruled in the enunciation of the principle that an indemnity contract written in general language includes the indemnitee's ordinary negligence, so far as inconsistent with this opinion, and are no longer binding as precedent in the courts of this state. The decision of the District Court of Appeal, First District, affirming the final judgment by the able trial judge is hereby approved and the writ of certiorari is discharged.

With respect to the possibility of contractual indemnity, we take note that contracts of indemnification which attempt to indemnify a party against its own wrongful acts are viewed with disfavor in Florida. Florida Power & Light Co. v. Elmore, 189 So.2d 522 (Fla. 3d DCA 1966); Nat Harrison Associates, Inc. v. Florida Power & Light Co., 162 So.2d 298 (Fla. 3d DCA 1964). Such contracts will be enforced only if they express an intent to indemnify against the indemnitee's own wrongful acts in clear and unequivocal terms. University Plaza Shopping Center, Inc. v. Stewart, 272 So.2d 507 (Fla. 1973).

The underscored provision employs exactly the sort of "general terms" which we held in University Plaza do not disclose an intention to indemnify for consequences arising from the wrongful acts of the indemnitee. [2] The language of the lease agreement demonstrates nothing more than an undertaking by Poe to hold Spring Lock harmless from any vicarious liability which might result from Poe's erection, maintenance or use of the scaffold. It does not envision indemnity for Spring Lock's affirmative misconduct, whether in connection with design and manufacture or erection, maintenance and use of the scaffold.

Leonard L. Farber Co. v. Jaksch is readily distinguishable from this case. There the lease provided that "Lessee shall indemnify LESSOR and save it harmless from suits ... occasioned wholly or in part by any act or omission of Lessee ... ." 335 So.2d at 847-48 (emphasis supplied). The district court correctly determined that the "in part" language above manifested lessee's clear and unequivocal intent to indemnify lessor in cases where the lessee and lessor are found to be jointly at fault. The lease here under review contains no such explicit provision, and thus the district court erred in relying on Farber to reach its decision.

We are not unmindful of the fact that the majority in University Plaza limited its holding to instances where liability is based solely on the fault of the indemnitee. However, the public policy underlying that decision applies with equal force here, that is, to instances where the indemnitor and indemnitee are jointly liable.

Hence we extend the holding in University Plaza to cases where the indemnitor and indemnitee are jointly liable. Accordingly, the writ of certiorari is granted, the decision of the District Court of Appeal, Third District, is approved in part and quashed in part, and the cause is remanded to the district court with instructions to reinstate the judgment of the trial court.

(3) “Professional services contract” means a written or oral agreement relating to the planning, design, construction, administration, study, evaluation, consulting, or other professional and technical support services furnished in connection with any actual or proposed construction, improvement, alteration, repair, maintenance, operation, management, relocation, demolition, excavation, or other facility, land, air, water, or utility development or improvement. (4) “Design professional” means an individual or entity licensed by the state who holds a current certificate of registration or is qualified under chapter 481 to practice architecture or landscape architecture, under chapter 472 to practice land surveying and mapping, or under chapter 471 to practice engineering, and who enters into a professional services contract.

A covenant, promise, agreement or understanding in, or in connection with or collateral to, a contract or agreement relative to the construction, alteration, repair or maintenance of a building, structure, highway, appurtenance and appliance, including moving, demolition and excavating connected therewith, purporting to indemnify the promisee against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of the promisee, his agents or employees, or indemnitees, is against public policy and is void and unenforceable. This act will not be construed to affect or impair the obligations of contracts or agreements, which are in existence at the time the act becomes effective.

The indemnification clause does not require Orton to indemnify GTNW, if Beitzel’s injuries had been caused solely by GTNW’s negligence. To this extent, the clause does not violate I.C. § 29-114. The questions we must resolve, however, are (1) whether the clause requires Orton to indemnify GTNW, where Beitzel’s injuries were caused solely through the combined negligence of the city, GTNW, Orton, and CDAA, (2) whether Orton and CDAA were agents or employees of GTNW, and (3) whether the city is an indemnitee of GTNW.

Therefore, we conclude that the clause requires Orton to indemnify GTNW for any liability caused solely through the combined negligence of GTNW, Orton, CDAA, and the city.

Therefore, the city was not entitled to indemnification by GTNW and was not an indemnitee of GTNW, as referred to in I.C. § 29-114. For this reason, the indemnification clause of the agreement between GTNW and Or-ton did not violate I.C. § 29-114. VIII. CONCLUSION. We affirm the judgment in favor of Beitzel against the city, GTNW, Orton, and CDAA. We reverse the trial court’s order setting aside the judgment granting the city and GTNW indemnification from Orton and CDAA. We remand the case to the trial court for reinstatement of the judgment for indemnification.

1 . Steiner argued at oral argument on appeal (although it was not argued below) that I.C. § 29-114 should apply to invalidate the Clause D part of this contract. That code section was intended to apply only to agreements by third parties, strangers to the negligent occurrence, to indemnify the tortfeasor for liability for the occurrence. As such, it is not applicable in this case, where no third party is involved, and no indemnification situation is presented. Also, even if the statute did apply to this action, the statute specifically excludes from its effect contracts entered into before its effective date (1971), and the contract in question was entered into prior to that date.

With respect to contracts or agreements, either public or private, for the construction, alteration, repair or maintenance of a building, structure, highway bridge, viaducts or other work dealing with construction, or for any moving, demolition or excavation connected therewith, every covenant, promise or agreement to indemnify or hold harmless another person from that person's own negligence is void as against public policy and wholly unenforceable.

It is quite generally held that an indemnity contract will not be construed as indemnifying one against his own negligence, unless such a construction is required by clear and explicit language of the contract, (Sinclair Oil Co. v. Thornley, 127 Fed. 2d 128; Doughnut Machine Corp. v. Bibbey, 65 Fed. 2d 634,) or such intention is expressed in unequivocal terms.

To adopt this construction of the contract would impose on the contractor the duty to indemnify against injuries entirely without his control, and such should not be adopted in the absence of clear language in the contract including injuries arising from the negligence of appellant’s own servants. Our conclusion is that the trial and Appellate courts correctly construed the contract, and, unless there is procedural error, the judgment must be affirmed.

While the rule still applies to indemnity provisions not covered by the Act, there is no longer any reason for the rule where clauses in the construction industry are concerned, and the Westinghouse rule is ineffective as to these provisions.

This Act does not apply to construction bonds or insurance contracts or agreements.

This Act applies only to contracts or agreements entered into after its effective date.

It seems clear that by such language the agreement to indemnify appellant was specifically limited to acts or omissions by appellee, its agents, servants or employees. Any other construction would require the addition of words not used and add thereto conditions and terms about which the contract is silent. The contract contains no words specifically providing that appellee was to indemnify appellant against the negligence of appellant’s employees.

This rule was invoked prior to the enactment of section 1 of the Act to limit the enforcement of such contractual provisions so as to insure that one agreeing to the extraordinary liability of indemnifying another against his own negligence was fully aware of the extent of his liability.

As noted by the trial court, the standard of care set forth in the clause in question was greater than that required for ordinary negligence. Under the agreement, then, Consol could hold F & E to an extreme degree of care and escape liability for its own negligence. This it is prohibited from doing under the statute.

A contract for indemnification is generally subject to the same rules of formation, validity and construction as other contracts. Evans v. Howard R. Green Co., 231 N.W.2d 907, 916 (Iowa 1975). However, we have crafted a special rule of construction for indemnification contracts when the contract is claimed to relieve the indemnitee from liability for its own negligence. This rule provides that indemnification contracts will not be construed to permit an indemnitee to recover for its own negligence unless the intention of the parties is clearly and unambiguously expressed.

We have long recognized that indemnity contracts do not need to expressly state that the indemnitee will be indemnified for its own negligence if the clear intent of the contractual language provides for such indemnification.

On the other hand, general indemnity language in a contract has been deemed insufficient to impose indemnity for the indemnitee’s own negligence.

Thus, our rule of construction does not actually require the contract to specifically mention the indemnitee’s negligence or fault as long as this intention is otherwise clearly expressed by other words of the agreement.

Moreover, our tendency to find general, all-inclusive indemnification contracts to be insufficient to create indemnity for an indemnitee’s own negligence is only a guideline, not a strict principle.

In each case, the intent of the parties will control as revealed by the language of the agreement, and we should not impose any special requirement that specific language be used to express that intent. Thus, even broad indemnity language may reveal an intent to indemnify an indemnitee for its own negligence.

Nevertheless, the rental agreement specifically addressed the issue of causation by excluding indemnification for “damage[s] caused by defects in the equipment.” Thus, even if the broad lease provisions were construed to provide for indemnification without regard to fault, the language in the rental agreement, which both parties agree was part *573 of the contract, expressed the clear intention of the parties that Neumann would have no obligation to indemnify McNally if damage was the result of a defect in the crane. This specific clause trumps the general clause.

We conclude the settlement precludes indemnification under the facts of this case. We affirm the order by the district court granting summary judgment.

Except as excluded under subsection 3, a provision in a construction contract that requires one party to the construction contract to indemnify, hold harmless, or defend any other party to the construction contract, including the indemnitee’s employees, consultants, agents, or others for whom the indemnitee is responsible, against liability, claims, damages, losses, or expenses, including attorney fees, to the extent caused by or resulting from the negligent act or omission of the indemnitee or of the indemnitee’s employees, consultants, agents, or others for whom the indemnitee is responsible, is void and unenforceable as contrary to public policy.

This section does not apply to the indemnification of a surety by a principal on any surety bond, an insurer’s obligation to its insureds under any insurance policy or agreement, a borrower’s obligations to its lender, or any obligation of strict liability otherwise imposed by law.

“Construction contract” includes all public, private, foreign, or domestic agreements as described in this subsection other than such public agreements relating to highways, roads, and streets.

As used in this section, “construction contract” means an agreement relating to the construction, alteration, improvement, development, demolition, excavation, rehabilitation, maintenance, or repair of buildings, water or sewage treatment plants, power plants, or any other improvements to real property in this state, including shafts, wells, and structures, whether on ground, above ground, or underground, and includes agreements for architectural services, design services, engineering services, construction services, construction management services, development services, maintenance services, material purchases, equipment rental, and labor.

The traditional reluctance of courts to allow the burden of one who is negligent to be transferred to another who is not at fault, especially where there is a disparity in the bargaining power and economic resources of the parties, can be traced to public policy considerations. Id. at 212 , 90 S.Ct. at 885 , 25 L.Ed.2d at 233 . Thus, indemnification contracts claimed to contain these provisions are construed more strictly than other contracts.

Thus, we have permitted indemnity based on the indemnitee’s own negligence when the indemnitee’s own negligence is specifically addressed in the indemnification agreement.

We emphasize that the settlement of the underlying case by an indemnitee does not always constitute a waiver of the right to seek indemnification. See Liberty Mut. Ins. Co., 89 F.3d at 248 . Certainly, a n indemnitee should not lose any right to indemnification by settling the underlying claim rather than contesting it. Heckart v. Viking Exploration, Inc., 673 F.2d 309, 313 (10th Cir.1982). Yet, McNally is not denied indemnification in this case because it settled the underlying claim, but because the circumstances of the underlying claim were not covered by the indemnification agreement.

We conclude the settlement by an in-demnitee of an underlying claim for damages based solely on the negligence of the indemnitee precludes indemnification under a contract that does not cover loss based on the indemnitee’s own negligence. The district court properly granted summary judgment.

An indemnification provision in a contract which requires the promisor to indemnify the promisee for the promisee's negligence or intentional acts or omissions is against public policy and is void and unenforceable.

A provision in a contract which requires a party to provide liability coverage to another party, as an additional insured, for such other party's own negligence or intentional acts or omissions is against public policy and is void and unenforceable.

a separately negotiated provision or provisions whereby the parties mutually agree to a reasonable allocation of risk, if each such provision is: (A) Based on generally accepted industry loss experience; and (B) supported by adequate consideration; and

This section applies only to indemnification provisions and additional insured provisions entered into after January 1, 2009.

The Court of Appeals, without discussion of indemnification for one’s own negligence, affirmed the district court’s ruling, but for a different reason. 21 Kan. App. 2d at 92 . We reverse. We acknowledge that a party may contract away responsibility for its own negligence. See Corral v. Rollins Protective Services *329 Co., 240 Kan. 678, 680-81 , 732 P.2d 1260 (1987). However, an agreement seeking to protect a party from liability for its own negligence is subject to strict construction ánd will not be enforced unless the protection from liability is expressed in clear and unequivocal terms.

It is a general rule that a contract of indemnity will not be construed to indemnify the indemnitee against losses resulting from his own negligent acts unless such intention is expressed in clear and unequivocal terms, or unless no other meaning can be ascribed thereto, and mere general broad and seemingly all-inclusive language in the indemnifying agreement is not sufficient to impose liability for the indemnitee’s own negligence.

The language of the 1975 agreement does not qualify under Zenda, Butters , and Corral as an enforceable hold harmless agreement. The language is not expressed in terms clear and unequivocal enough to contract away KDOT’s own negligence.

"Contract" means any construction contract, motor carrier transportation contract, dealer agreement or franchise agreement.

(1) "Construction contract" means an agreement for the design, construction, alteration, renovation, repair or maintenance of a building, structure, highway, road, bridge, water line, sewer line, oil line, gas line, appurtenance or other improvement to real property, including any moving, demolition or excavation, except that no deed, lease, easement, license or other instrument granting an interest in or the right to possess property shall be deemed to be a construction contract even if the instrument includes the right to design, construct, alter, renovate, repair or maintain improvements on such real property. "Construction contract" shall not include any design, construction, alteration, renovation, repair or maintenance of: (A) Dirt or gravel roads used to access oil and gas wells and associated facilities; or (B) oil flow lines or gas gathering lines used in association with the transportation of production from oil and gas wells from the wellhead to oil storage facilities or gas transmission lines.

This act shall not be construed to affect or impair: (1) The contractual obligation of a contractor or owner to provide railroad protective insurance or general liability insurance; (2) an agreement under which an owner, a responsible party or a governmental entity agrees to indemnify a contractor directly or through another contractor with respect to strict liability under environmental laws;

an indemnification agreement that is an integral part of an offer to compromise or a settlement of a disputed claim, if: (A) The settlement is based on consideration; (B) the dispute relates to an alleged event that is related to a construction contract and that occurred before the settlement is made; and (C) the indemnification relates only to claims that have arisen or may arise from the past event;

the validity of any insurance contract, construction bond or other agreement lawfully issued by an insurer or bonding company;

(6) an agreement that provides for indemnity if the parties agree in writing that the indemnity obligation will be supported by liability insurance coverage to be furnished by the promisor subject to the following limitations: (A) With respect to a mutual indemnity obligation, the indemnity obligation is limited to the extent of the coverage and dollar limits of insurance or qualified self-insurance each party as promisor has agreed to obtain for the benefit of the other party as promisee. (B) With respect to a unilateral indemnity obligation, the indemnity obligation is limited to the extent of the coverage and dollar limits of insurance the promisor has agreed to obtain for the benefit of the other party as promisee. Such indemnity obligation shall be at the promisee's expense and shall be a separate liability insurance policy.

(4) "Dealership agreement" means an oral or written agreement of definite or indefinite duration between an equipment manufacturer or service provider and an equipment or service dealer which provides for the rights and obligations of the parties with respect to the purchase or sale of such equipment or services.

(5) "Franchise agreement" means any contract or franchise or any other terminology used to describe the contractual relationship between manufacturers, distributors and dealers, by which: (A) A right is granted one party to engage in the business of offering, selling or otherwise distributing goods or services under a marketing plan or system prescribed in substantial part by the other party, and in which there is a community of interest in the marketing of goods or services at wholesale or retail, by lease, agreement or otherwise; and (B) the operation of the grantee's business pursuant to such agreement is substantially associated with the grantor's trademark, service mark, trade name, logotype, advertising or other commercial symbol designating the grantor or an affiliate of the grantor.

(6) "Indemnification provision" means a covenant, promise, agreement, clause or understanding in connection with, contained in, or collateral to a contract that requires the promisor to hold harmless, indemnify or defend the promisee or others against liability for loss or damages.

(7) "Motor carrier transportation contract" means, with respect to a motor carrier as defined in 49 C.F.R. § 390.5, as in effect on July 1, 2017, or any later version as established in rules and regulations adopted by the state corporation commission, a contract, agreement or understanding covering: (A) The transportation of property by a motor carrier; (B) the entrance on property by the motor carrier for the purpose of loading, unloading or transporting property; or (C) a service incidental to activity described in subparagraph (A) or (B) including, but not limited to, storage of property. "Motor carrier transportation contract" shall not include the uniform intermodal interchange and facilities access agreement administered by the intermodal association of North America or other agreements providing for the interchange, use or possession of intermodal chassis, containers or other intermodal equipment.

(8) "Mutual indemnity obligation" means an indemnity obligation in a contract in which the parties agree to indemnify each other and each other's contractors and their employees against loss, liability or damages arising in connection with bodily injury, death and damage to property of the respective employees, contractors or their employees, and invitees of each party arising out of or resulting from the performance of the agreement.

(10) "Unilateral indemnity obligation" means an indemnity obligation in a contract in which one of the parties as promisor agrees to indemnify the other party as promisee with respect to claims for personal injury or death to the promisor's employees or agents or to the employees or agents of the promisor's contractors but in which the promisee does not make a reciprocal indemnity to the promisor.

Any provision contained in, collateral to, or affecting an agreement pertaining to a well or wells for oil, gas, or water, or drilling for minerals which occur in a solid, liquid, gaseous, or other state, is void and unenforceable to the extent that it purports to or does provide for defense or indemnity, or either, to the indemnitee against loss or liability for damages arising out of or resulting from death or bodily injury to persons, which is caused by or results from the sole or concurrent negligence or fault (strict liability) of the indemnitee, or an agent, employee, or an independent contractor who is directly responsible to the indemnitee.

B. Notwithstanding any provision of law to the contrary and except as otherwise provided in this Section, any provision, clause, covenant, or agreement contained in, collateral to, or affecting a motor carrier transportation contract or construction contract which purports to indemnify, defend, or hold harmless, or has the effect of indemnifying, defending, or holding harmless, the indemnitee from or against any liability for loss or damage resulting from the negligence or intentional acts or omissions of the indemnitee, an agent or employee of the indemnitee, or a third party over which the indemnitor has no control is contrary to the public policy of this state and is null, void, and unenforceable.

LOAIA is found in La. R.S. 9:2780 and provides, in pertinent part, that certain defense and indemnification agreements "pertaining to a well" are unenforceable:

J. This Act shall apply to certain provisions contained in, collateral to or affecting agreements in connection with the illustrative activities listed in Subsection C of this Section which are designed to provide indemnity to the indemnitee for all work performed between the indemnitor and the indemnitee in the future. This specifically includes what is commonly referred to in the oil industry as master or general service agreements or blanket contracts in whatever form and by whatever name. The provisions of this Act shall not apply to a contract providing indemnity to the indemnitee when such contract was executed before the effective date of this Act and which contract governs a specific terminable performance of a specific job or activity listed in Subsection C of this Section.

As the U.S. Fifth Circuit explained in Lloyd's , LOAIA does not apply where work is performed at a "reasonably determinable point" at which the gas can no longer be identified with a particular well, or is so fundamentally changed in commingling *889 or preparing it for distribution that the gas no longer pertains to a well.

Accordingly, we find no error in the district court's conclusion that LOAIA does not apply to the facts of this case.

G. Any provision in any agreement arising out of the operations, services, or activities listed in Subsection C of this Section which requires waivers of subrogation, additional named insured endorsements, or any other form of insurance protection which would frustrate or circumvent the prohibitions of this Section, shall be null and void and of no force and effect.

H. Notwithstanding the prohibitions of Subsection G of this Section, additional insured coverage if procured as the result of an agreement shall be enforceable solely as follows: (1) A party can seek additional insured coverage for itself or itself and members of its group as defined by its agreement with the named insured after the party seeking additional insured coverage does all of the following: (a) Makes such a request for an additional insured premium quote by separate written communication to the named insured or the named insured's insurance agent or broker, or both. (b) Receives a premium quote from the named insured's insurer or its authorized representative. (c) Makes direct payment to the named insured's insurer or its authorized representative for either additional insured coverage for itself only or for itself and members of its group as defined by its agreement with the named insured.

C. Notwithstanding any provision of law to the contrary and except as otherwise provided in this Section, any provision, clause, covenant, or agreement contained in, collateral to, or affecting a motor carrier transportation contract or construction contract which purports to require an indemnitor to procure liability insurance covering the acts or omissions or both of the indemnitee, its employees or agents, or the acts or omissions of a third party over whom the indemnitor has no control is null, void, and unenforceable. However, nothing in this Section shall be construed to prevent the indemnitee from requiring the indemnitor to provide proof of insurance for obligations covered by the contract.

Nothing in this Section shall prohibit any employee from recovering damages, compensation, or benefits under workers' compensation laws or any other claim or cause of action.

Certain indemnification agreements invalid; additional insured coverage A. The legislature finds that an inequity is foisted on certain contractors and their employees by the defense or indemnity provisions, either or both, contained in some agreements pertaining to wells for oil, gas, or water, or drilling for minerals which occur in a solid, liquid, gaseous, or other state, to the extent those provisions apply to death or bodily injury to persons.

D.(1) The provisions of this Section do not affect the validity of any insurance contract, except as otherwise provided in this Section, or any benefit conferred by the workers' compensation laws of this state, and do not deprive a full owner or usufructuary of a surface estate of the right to secure an indemnity from any lessee, operator, contractor, or other person conducting operations for the exploration or production of minerals on the owner's land. (2) Any language in this Section to the contrary notwithstanding, nothing in this Section shall affect the validity of an operating agreement or farmout agreement, as defined herein, to the extent that the operating agreement or farmout agreement purports to provide for defense or indemnity as defined in Subsection B of this Section. This exception shall not extend to any party who physically performs any activities pursuant to any agreement as defined in Subsection C of this Section. For purposes of this Subsection, operating agreement and farmout agreement shall be defined as follows: (a) "Operating agreement" means any agreement entered into by or among the owners of mineral rights for the joint exploration, development, operation, or production of minerals. (b) "Farmout agreement" means any agreement in which the holder of the operating rights to explore for and produce minerals, the "assignor", agrees that it will, upon completion of the conditions of the agreement, assign to another, the "assignee", all or a portion of a mineral lease or of the operating rights.

D. Notwithstanding any contractual provision to the contrary, this Section shall apply to and govern any construction contract to be performed in this state and any motor carrier transportation contract relative to loading or unloading activities, or any services incidental thereto, which occur in this state. Any provision, covenant, or clause in such contracts which conflicts with the provisions of this Section shall be null, void, and unenforceable. E. The provisions of this Section are not intended to, nor shall they be judicially interpreted, to alter, add to, subtract from, amend, overlap, or affect the provisions of R.S. 9:2780 or R.S. 38:2195.

Nothing in this Section shall invalidate or prohibit the enforcement of the following: (1) Any clause in a construction contract containing the indemnitor's promise to indemnify, defend, or hold harmless the indemnitee or an agent or employee of the indemnitee if the contract also requires the indemnitor to obtain insurance to insure the obligation to indemnify, defend, or hold harmless and there is evidence that the indemnitor recovered the cost of the required insurance in the contract price. However, the indemnitor's liability under such clause shall be limited to the amount of the proceeds that were payable under the insurance policy or policies that the indemnitor was required to obtain. (2) Any clause in a construction contract that requires the indemnitor to procure insurance or name the indemnitee as an additional insured on the indemnitor's policy of insurance, but only to the extent that such additional insurance coverage provides coverage for liability due to an obligation to indemnify, defend, or hold harmless authorized pursuant to Paragraph (1) of this Subsection, provided that such insurance coverage is provided only when the indemnitor is at least partially at fault or otherwise liable for damages ex delicto or quasi ex delicto.

To determine whether LOAIA is applicable, "courts have engaged in a two-step test." Fontenot v. Chevron U.S.A. Inc. , 95-1425, p. 10 (La. 7/2/96), 676 So.2d 557 , 564 (citing Transcontinental Gas v. Transportation Ins. Co. , 953 F.2d 985 , 991 (5th Cir.1992) (" Transco ") ). 6 "First, there must be an agreement that 'pertains to' an oil, gas or water well." Id. "Second, the agreement must be related to exploration, development, production, or transportation of oil, gas, or water." Id. "If the contract does not pertain to a well, the inquiry ends.

E. This Section shall have no application to public utilities, the forestry industry, or the sulphur industry, so long as the work being performed is not any of the operations, services, or activities listed in Subsection C above, except to the extent those operations, services, or activities are utilized in the sulphur industry. F. The provisions of this Section do not apply to loss or liability for damages, or any other expenses, arising out of or resulting from: (1) Bodily injury or death to persons arising out of or resulting from radioactivity; or (2) Bodily injury or death to persons arising out of or resulting from the retainment of oil spills and clean-up and removal of structural waste subsequent to a wild well, failure of incidental piping or valves and separators between the well head and the pipelines or failure of pipelines, so as to protect the safety of the general public and the environment; or (3) Bodily injury or death arising out of or resulting from performance of services to control a wild well so as to protect the safety of the general public or to prevent depletion of vital natural resources. The term "wild well," as used in this Section, means any well from which the escape of salt water, oil, or gas is unintended and cannot be controlled by the equipment used in normal drilling practices.

F. The provisions of this Section shall not apply to prohibited clauses in any motor carrier transportation contract and any construction contract entered into prior to January 1, 2011.

Accordingly, for the reasons ascribed above, we affirm the three judgments on appeal, dated December 7, 2016, June 16, 2017, and December 19, 2017.

While public policy does not favor agreements by one party to indemnify another party for its own negligence, see Emery Waterhouse, 467 A.2d at 993 (stating such agreements are looked on with disfavor and “[i]t is only where the contract on its face by its very terms clearly and unequivocally reflects a mutual intention on the part of the parties to provide indemnity for loss caused by negligence of the party to be indemnified that the liability for such damages will be fastened on the indemnitor”)

Acadia confuses, however, indemnification agreements between two parties with waivers of subrogation on the part of a party’s insurer.

In other words, Levesque was not assuming Buck’s liability, rather both parties were allocating the risk of liability for a loss to an insurer.

The trial court did not err as a matter of law in either its determination that the construction contract was not ambiguous or its determination that the provision requiring Levesque to carry fire insurance operated as a waiver of Acadia’s subrogation rights. Furthermore, the court’s resolution of these questions is consistent, rather than at odds, with public policy regarding the allodation of risk by parties to a contract. Accordingly we affirm the summary judgment. The entry is: Judgment affirmed.

In accordance with the generally prevailing judicial attitude which looks with disfavor upon contractual provisions purporting to require indemnification of a party for damage or injury caused by that party’s own negligence, we agree with the presiding Justice that the document executed by Margaret Doyle was not an agreement of indemnity.

The entry is: Appeal denied. Judgment affirmed. McKUSICK, C. J., and DELAHANTY, J., did not sit.

CALKINS, J., with whom ALEXANDER and LEVY, JJ., join, dissenting. [¶ 15] Although I agree with the Court that the membership release, which is unambiguous and specifically refers to negligence, absolves Sugarloaf and NORBA of their own negligence, I write separately because I believe that we should vacate the summary judgment granted to Sugarloaf and NORBA on their counterclaims for indemnification. In my opinion, the indemnification clause, which is contained *6 in the entry release form, cannot support the judgment for attorney fees against Lloyd because it is unclear and ambiguous. [¶ 16] In my analysis, I start with the principle that contracts indemnifying a party from the party's own negligence are strictly construed against the indemnitee.

The language of the indemnification clause is unambiguous. Lloyd is contractually bound to indemnify the parties defending for the expense they incurred. The trial court appropriately enforced the contractual obligation assumed by Lloyd. The entry is: Judgment for NORBA and Sugarloaf on the complaint and the counterclaims are affirmed.

The prevailing authority supports the trial court’s legal conclusion that clauses in construction contracts imposing insurance procurement responsibility on owners operate as waivers of subrogation against builders even for damage *519 occasioned by the builders’ negligence, unless the contract provides otherwise.

"Building and construction contract" means a contract for the design, construction, alteration, improvement, repair or maintenance of real property, highways, roads or bridges. The term does not include contracts for the maintenance or repair of machinery, equipment or other such devices used as part of a manufacturing, converting or other production process, including electric, gas, steam, and telephone utility equipment used for production, transmission, or distribution purposes.

"Indemnification agreement" means an agreement by the promisor to indemnify, defend, or hold harmless the promisee against liability or claims of liability for damages arising out of bodily injury to persons or out of physical damage to tangible or real property.

An indemnification agreement contained in, or executed in connection with, a building and construction contract is unenforceable except to the extent that: (1) the underlying injury or damage is attributable to the negligent or otherwise wrongful act or omission, including breach of a specific contractual duty, of the promisor or the promisor's independent contractors, agents, employees, or delegatees; or (2) an owner, a responsible party, or a governmental entity agrees to indemnify a contractor directly or through another contractor with respect to strict liability under environmental laws.

Sections 337.01 to 337.05 do not apply to an agreement by which a promisor that is a party to a building and construction contract indemnifies a person, firm, corporation, or public agency for whose account the construction is not being performed, but who, as an accommodation, permits the promisor or the promisor's independent contractors, agents, employees, or delegatees to enter upon or adjacent to its property for the purpose of performing the building and construction contract.

(a) Except as otherwise provided in paragraph (b), sections 337.01 to 337.05 do not affect the validity of agreements whereby a promisor agrees to provide specific insurance coverage for the benefit of others. (b) A provision that requires a party to provide insurance coverage to one or more other parties, including third parties, for the negligence or intentional acts or omissions of any of those other parties, including third parties, is against public policy and is void and unenforceable. (c) Paragraph (b) does not affect the validity of a provision that requires a party to provide or obtain workers' compensation insurance, construction performance or payment bonds, builder's risk policies, owner or contractor-controlled insurance programs or policies, or project-specific insurance for claims arising out of the promisor's negligent acts or omissions or the negligent acts or omissions of the promisor's independent contractors, agents, employees, or delegatees. (d) Paragraph (b) does not affect the validity of a provision that requires the promisor to provide or obtain insurance coverage for the promisee's vicarious liability, or liability imposed by warranty, arising out of the acts or omissions of the promisor. (e) Paragraph (b) does not apply to building and construction contracts for work within 50 feet of public or private railroads, or railroads regulated by the Federal Railroad Administration.

Subject to section 337.02 , sections 337.01 to 337.06 do not in any way restrict rights to indemnification that the common law may provide.

Agreements seeking to indemnify the indemnitee for losses occasioned by its own negligence are not favored by the law and are not construed in favor of indemnification unless such intention is expressed in clear and unequivocal terms, or unless no other meaning can be ascribed to it.

Although many of our indemnification decisions have involved the construction setting, we never have indicated that the requirement of clear and unequivocal language applies only to building and construction contracts.

We examine the enforceability of exculpatory and indemnification clauses under different standards. Indemnification clauses are subject to greater scrutiny because they release negligent parties from liability, but also may shift liability to innocent parties.

Because Bolduc was not at fault for the pipeline damage, any obligation by Bolduc to indemnify ECI would violate MinmStat. § 337.02 unless that obligation was accompanied by a coextensive insurance agreement under Minn.Stat. § 337.05.

Because we conclude that ECI did not qualify as an additional insured with respect to the pipe damage and that Bolduc cannot be required to indemnify ECI without violating Minn. Stat. § 337.02 , we reverse.

Sections 337.01 to 337.05 do not apply to an indemnification agreement that is an integral part of an offer to compromise or settlement of a disputed claim, if: (a) the settlement is based on consideration; (b) the dispute relates to an alleged event that is related to a construction contract and that occurred before the settlement is made; and (c) the indemnification relates only to claims that have arisen or may arise from the past event.

If: (a) a promisor agrees to provide specific types and limits of insurance; and (b) a claim arises within the scope of the specified insurance; and (c) the promisor did not obtain and keep in force the specified insurance; then, as to that claim and regardless of section 337.02 , the promisee shall have indemnification from the promisor to the same extent as the specified insurance.

The indemnification stated in subdivision 2 is not available if: (a) the specified insurance was not reasonably available in the market; and (b) the promisor so informed the other party to the agreement to insure before signing the agreement, or signed the agreement subject to a written exception as to the nonavailable insurance.

Sections 337.01 to 337.05 do not affect the validity of any insurance contract, workers' compensation agreement, construction bond, or other agreement lawfully issued by an insurer or bonding company.

The characterization of provision 7 as an invalid indemnification agreement is erroneous, not only because it ignores the clear and unambiguous language of the contractual provision which obligates this subcontractor to obtain “general liability insurance coverage and endorsements as will insure the provisions of this paragraph,” but also because by operation of Minn.Stat. § 337.05, the legislature itself has approved its use and, for practical purposes, has carved out an exception from the general prohibition contained in section 337.02.

We therefore decline to impose a restrictive reading on either the legislation or provision 7 of the subcontract and direct the reinstatement of the trial court’s decision, declaring that Watson-Forsberg is entitled to the benefit of the insurance pro *476 cured by Pro-Tech in performance of its subcontract agreement.

Section 337.02 therefore renders unenforceable indemnification agreements in which a party assumes responsibility to pay for damages that are not caused by the party’s own wrongful conduct.

Therefore, when faced with questions about the enforceability of an indemnification provision in a construction contract, we must “consider[] the combined effect of sections 337.02 and 337.05,” and “even though an indemnification provision may be unenforceable under section 337.02, a promise to purchase insurance to cover any negligent acts by the promisee is valid and enforceable.” Katzner, 545 N.W.2d at 381 .

Strictly construed, the indemnification clauses do not contain language that (1) specifically refers to negligence, (2) expressly states that the renter will indemnify Voya-gaire for Voyagaire’s negligence, or (3) clearly indicates that the renter will indemnify Voya-gaire for negligence occurring before the renter took possession of the houseboat.

Therefore, we conclude that the indemnification clauses in the houseboat rental agreement, which purport to require Xiong to indemnify Voyagaire for Voyagaire’s negligence, violate public policy and are unenforceable.

Therefore, the only way in which Bolduc could indemnify ECI without violating the statutory scheme is if ECI complied with the requirements of MinmStat. § 337.05, subd. 2.

Therefore, we conclude that regardless of the scope of the indemnification provision in the contract, any requirement that Bol-duc indemnify ECI is unenforceable because any such requirement would violate Minn.Stat. § 337.02.

Indemnity is a contract by which one engages to save another from a legal consequence of the conduct of one of the parties or of some other person.

An agreement to indemnify a person against an act thereafter to be done is void if the act be known by such person, at the time of doing it, to be unlawful.

An agreement to indemnify a person against an act already done is valid, even though the act was known to be wrongful, unless it was a felony.

A construction contract may contain a provision: (a) requiring one party to the contract to indemnify, hold harmless, or insure the other party to the contract or the other party's officers, employees, or agents for liability, damages, losses, or costs, including but not limited to reasonable attorney fees, only to the extent that the liability, damages, losses, or costs are caused by the negligence, recklessness, or intentional misconduct of a third party or of the indemnifying party or the indemnifying party's officers, employees, or agents

The person indemnifying is bound, on request of the person indemnified, to defend actions or proceedings brought against the person indemnified in respect to the matters embraced by the indemnity, but the person indemnified has the right to conduct defenses if the person indemnified chooses to do so. If, after request, the person indemnifying neglects to defend the person indemnified, a recovery against the person indemnified suffered by the person indemnified in good faith is conclusive in favor of the person indemnified against the person indemnifying.

Except as provided in subsections (2) and (3), a construction contract provision that requires one party to the contract to indemnify, hold harmless, insure, or defend the other party to the contract or the other party's officers, employees, or agents for liability, damages, losses, or costs that are caused by the negligence, recklessness, or intentional misconduct of the other party or the other party's officers, employees, or agents is void as against the public policy of this state.

This section does not apply to indemnity of a surety by a principal on a construction contract bond or to an insurer's obligation to its insureds.

In the interpretation of a contract of indemnity, the rules prescribed in 28-11-314 through 28-11-317 are to be applied unless a contrary intention appears.

The District Court concluded that MMIA had breached its duty to defend and was therefore liable to Dillon for the entire amount of the Williams judgment, including the principal amount, interest, and attorney fees.

Even Transamerica would not argue that Section 28-11-302 erects a bar to liability insurance for compensatory damages, be they awarded for ordinary negligence or malicious, fraudulent or oppressive conduct. The need to reduce financial risks and promote economic stability in modern society has rendered this statute applicable only to conduct defined as criminal.

(b) requiring a party to the contract to purchase a project-specific insurance policy, including but not limited to an owner's and contractor's protective insurance, a project management protective liability insurance, or a builder's risk insurance.

As used in this section, "construction contract" means an agreement for architectural services, alterations, construction, demolition, design services, development, engineering services, excavation, maintenance, repair, or other improvement to real property, including any agreement to supply labor, materials, or equipment for an improvement to real property.

Therefore, MMIA had no duty to provide coverage to Dillon on 7 the Williams claim and could not be held liable to Dillon for the liabilities or any other losses it incurred because of its conversion of the Williams pension.

The District Court is reversed and the judgment against MMIA is vacated.

Berdahl briefly argues that § 2-9-305(6)(c), MCA, contradicts § 28-11-316, MCA, which makes an indemnitor who “neglects to defend the person indemnified” liable for a recovery against the indemnitee. However, § 2-9-305, MCA, is the specific provision governing indemnification of government employees and controls over other, general provisions.

Upon an indemnity against liability, expressly or in other equivalent terms, the person indemnified is entitled to recover upon becoming liable. (2) Upon an indemnity against claims, demands, damages, or costs, expressly or in other equivalent terms, the person indemnified is not entitled to recover without payment thereof.

A stipulation that a judgment against the person indemnified is conclusive upon the person indemnifying is inapplicable if the person indemnifying had a good defense upon the merits that by want of ordinary care the person indemnified failed to establish in the action.

In the event that a public or private contract or agreement for the construction, alteration, repair, or maintenance of a building, structure, highway bridge, viaduct, water, sewer, or gas distribution system, or other work dealing with construction or for any moving, demolition, or excavation connected with such construction

contains a covenant, promise, agreement, or combination thereof to indemnify or hold harmless another person from such person's own negligence

then such covenant, promise, agreement, or combination thereof shall be void as against public policy and wholly unenforceable. This subsection shall not apply to construction bonds or insurance contracts or agreements.

there is a presumption against any intention to indemnify against an indemnitee’s own negligence

standing alone, general, broad, and seemingly all-inclusive language is simply not sufficient to impose liability for the negligence of the indemnitee

Clauses indemnifying the indemnitee for the indemnitee’s own negligence are strictly construed against the claimant.

There was not clear and unequivocal language in the Agreement overcoming the presumption that the parties did not intend that the indemnitee would be indemnified for a loss occasioned by the indemnitee’s own negligence.

The Bank relies on the proposition that an indemnitee may be indemnified against his or her own negligence if the contract contains express language to that effect or contains clear and unequivocal language that that is the intention of the parties.

The parties to the contract are presumed to intend that the indemnitee shall not be indemnified for a loss occasioned by his or her own negligence unless the language of the contract affirmatively expresses an intent to indemnify for such loss.

Section § 25-21,187(1) is also in derogation of the common law, and as such, should be strictly construed.

we hold that "maintenance of a building," within the meaning of § 25-21,187(1), does not encompass the ordinary activities associated with management of commercial property

The statute is simply meant to provide that on construction projects, parties such as contractors and architects remain responsible for their own negligence.

Because paragraph 20 *116 places a duty on the Bank to indemnify Lauvetz for any injury other than gross negligence, it clearly still includes negligence that is less than gross

we determine that § 25-21,187 does not render the instant agreement invalid because its exception for insurance agreements is applicable

the instant agreement did not require Bunch to indemnify Nashua for harm caused by Nashua’s own negligence but, instead, required Bunch to provide Nashua with liability insurance

An indemnitee may require another to insure losses incurred by reason of his or her own negligence if the contract contains express language to that effect or contains clear and unequivocal language that that is the intention of the parties.

As conceded by the appellant Tri-County, the final clause in this agreement, stating that the subcontractor must indemnify the general contractor even if the harm is caused by the negligence of the general contractor, is clearly invalid by application of § 25-21,187

The portion regarding Abild's potential liability for the negligence of Tri-County can be stricken from the remainder of the indemnification clause, and the language that *876 remains may nonetheless be interpreted to impose liability on Abild.

An indemnitee may be indemnified against his own negligence if the contract contains express language to that effect or contains clear and unequivocal language that that is the intention of the parties.

Definitely the contract does not contain express language to the effect that Natkin would furnish insurance to cover OPPD’s negligence.

Even if the indemnity provision could be said to be ambiguous, it would necessarily have to be construed against the contractor who wrote it.

As is evident from the definition of an exculpatory clause set forth above, reliev- ing a party from its own negligence is the very purpose of an exculpatory clause.

While the release’s language may not have explicitly used the word “negligence” or referenced the univer- sity’s conduct, it was not ambiguous.

We conclude that a valid agreement to provide insurance was created; however, the contract does not contain express or clear and unequivocal language that the parties intended for Bunch to provide liability insurance to protect Nashua against Nashua’s own negligence.

Although the lease’s indemnity clause does not contain the word negligence, the intended consequence of indemnity is expressed clearly and unequivocally — Contractor was obligated to indemnify Speedway concerning claims arising from Speedway’s conduct, including negligence, but excluding claims based on Speedway’s willful misconduct.

A public power district or public power and irrigation district may indemnify a public or private entity for such entity's own negligence, notwithstanding section 25-21,187 , if the district enters into a contract with the public or private entity for the management or operation of a nuclear power plant that provides for compensation on an at-cost basis.

To the extent that Doloughty distinguishes between “broad” and “limited” indemnification clauses and suggests that the former provides a way to include an indemnitee’s negligence within an indemnification agreement without explicitly referring to the indemnitee’s “negligence” or “fault,” it is no longer good law. It was implicitly overruled by Ramos and Mantilla , and we reaffirm that view here.

A covenant, promise, agreement or understanding in, or in connection with or collateral to a contract, agreement or purchase order, relative to the construction, alteration, repair, maintenance, servicing, or security of a building, structure, highway, railroad, appurtenance and appliance, including moving, demolition, excavating, grading, clearing, site preparation or development of real property connected therewith, purporting to indemnify or hold harmless the promisee against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of the promisee, his agents, or employees, is against public policy and is void and unenforceable; provided that this section shall not affect the validity of any insurance contract, workmen's compensation or agreement issued by an authorized insurer.

A covenant, promise, agreement or understanding in, or in connection with or collateral to a contract, agreement or purchase order, whereby an architect, engineer, surveyor or his agents, servants, or employees shall be indemnified or held harmless for damages, claims, losses or expenses including attorneys' fees caused by or resulting from the sole negligence of an architect, engineer, surveyor or his agents, servants, or employees and arising either out of (1) the preparation or approval by an architect, engineer, surveyor or his agents, servants, employees or invitees, of maps, drawings, opinions, reports, surveys, change orders, designs or specifications, or (2) the giving of or the failure to give directions or instructions by the architect, engineer, surveyor or his agents, servants or employees; provided such giving or failure to give is the cause of the damage, claim, loss or expense, is against public policy and is void and unenforceable.

This act shall not apply to a covenant, promise or agreement made directly with a railroad relative to construction, alteration, repair, maintenance or access upon, under or across the right of way of an operating railroad. This act shall not apply to any contract, agreement, understanding or purchase order to which the State of New Jersey or any of its departments, agencies, or authorities is a party.

Contractor [PBS] shall indemnify, defend and hold harmless each Indemnitee [the Mall] from and against any claim (including any claim brought by employees of Contractor), liability, damage or expense (including attorneys’ fees) that such Indemnitee may incur relating to, arising out of or existing by reason of (i) Contractor’s performance of this Agreement or the conditions created thereby (including the use, misuse or failure of any equipment used by Contractor or its subcontractors, servants or employees) or (ii) Contractor’s breach of this Agreement or the inadequate or improper performance of this Agreement by Contractor or its subcontractors, servants or employees.

Moreover, even if the “broad form” notion retained some vitality, the indemnification provision in this case would not have passed muster. As the Appellate Division noted, the clause focused on PBS, thus eliminating the possibility of construing it to include the indemnitee’s negligence. Ibid. Finally, in order to allay even the slightest doubt on the issue of what is required to bring a negligent indemnitee within an indemnification agreement, we reiterate that *113 the agreement must specifically reference the negligence or fault of the indemnitee. The judgment of the Appellate Division is affirmed.

That statute provides that: "[a] covenant, promise, agreement or understanding in, or in connection with * * * a contract or agreement relative to the construction, alteration, repair or maintenance of a building * * * purporting to indemnify or hold harmless the promisee against liability for damage arising out of bodily injury to persons or damage to property contributed to, caused by or resulting from the negligence of the promisee, his agents or employees, or indemnitee, whether such negligence be in whole or in part, is against public policy and is void and unenforceable.” (General Obligations Law § 5-322.1 [1].)

We hold that, because the agreements in question contemplate full, rather than partial, indemnification, the agreements are unenforceable under General Obligations Law § 5-322.1 in the circumstances of these cases.

The language, purpose and history of General Obligations Law § 5-322.1 support our determination that the agreements in both appeals are unenforceable since their full enforcement would result in the contractors being indemnified for their negligence.

Section 5-322.1 makes no attempt to salvage that part of an indemnification contract that would require a subcontractor to indemnify a general for the subcontractor’s negligence only. We conclude that the statute applies to the indemnification agreements in their entirety where, as here, the general contractor /promisee is actually found to have been negligent.

Accordingly, in Itri, the order of the Appellate Division should be affirmed, with costs, and in Stottlar , the order of the Appellate Division should'be reversed, with costs, and the judgment of Supreme Court reinstated.

We conclude that the statute does permit a partially negligent general contractor to seek contractual indemnification from its subcontractor so long as the indemnification provision does not purport to indemnify the general contractor for its own negligence.

That language contemplates partial indemnification and is intended to limit Thunderbird’s contractual indemnity obligation solely to Thunderbird’s own negligence.

The Subcontractor shall, to the fullest extent permitted by law, hold the Contractor and the Owner, their agents, employees and representatives harmless from any and all liability, costs, damages, attorneys’ fee, and expenses from any claims or causes of action of whatever nature arising from the Subcontractor’s work, including all claims relating to its subcontractors, suppliers or employees

Accordingly, the order of the Appellate Division, insofar as appealed from, should be reversed, with costs, appellant Judlau’s third-party complaint against third-party defendant Thunderbird should be reinstated and this case remitted to Supreme Court for further proceedings in accordance with this opinion, and the certified question answered in the negative.

We begin with the proposition, too well settled to invoke any dispute, that the law frowns upon contracts intended to exculpate a party from the consequences of his own negligence and though, with certain exceptions, they are enforceable, such agreements are subject to close judicial scrutiny (Van Dyke Prods. v Eastman Kodak Co., 12 NY2d 301, 304 ; 4 Williston, Contracts [3d Jaeger ed], § 602A, pp 326, 332). To the extent that agreements purport to grant exemption for liability for willful or grossly negligent acts they have been viewed as wholly void

Not only does this stringent standard require that the drafter of such an agreement make its terms unambiguous, but it mandates that the terms be understandable as well.

In such cases, the law, reflecting the economic realities, will recognize an agreement to relieve one party from the consequences of his negligence on the strength of a broadly worded clause framed in less precise language than would normally be required, though even then it must evince the "unmistakable intent of the parties” (Kurek v Port Chester Housing Auth., 18 NY2d 450, 456 ). The case before us today obviously does not fit within this exception to the strict legal standard generally employed by the courts of this State under which exculpatory provisions drawn, in broad and sweeping language have not been given effect.

shall hold the first party [MNT] harmless from all liability * * * from claims for injuries or death from any cause while on or near the project * * * whether or not it is contended the first party contributed thereto in whole or in part

shall be indemnified and held harmless from any and all liability; action or claims (just or unjust), and from any and all resulting damages, expenses, costs or fees * * * made by any person * * * in connection with or resulting from the work or by reason of the operations performed on behalf of, or on the property of ginsburg development corp. by the named insured Subcontractor, his agents, servants or employees

Our holding that the phrase “to the fullest extent permitted by law” limits rather than expands a promisor’s indemnification obligation is supported by the holdings of other courts that have likewise held that such phrases create a partial indemnification obligation on behalf of the subcontractor promisor. 4 Recognizing that these precedents are not binding on us—and that there likewise are many decisions negating partial indemnification—we adopt the broader interpretation as the more sound. Indeed, there is no language within General Obliga *211 tions Law § 5-322.1 that prevents partial indemnification provisions such as the one currently before us from being enforced in a case where it is shown that both a general contractor and its subcontractor are joint tortfeasors.

Such an outcome would be contrary to the intent of General Obligations Law § 5-322.1 that payment of damages be made according to fault.

And, though we note that a recent statute renders void agreements purporting to exempt from liability for negligence those engaged in a variety of businesses that serve the public (e.g., landlords [General Obligations Law, § 5-321]; caterers [§ 5-322]; building service or maintenance contractors [§ 5-323]; those who maintain garages or parking garages [§ 5-325]; or pools, gymnasiums or places of public amusement or recreation [§ 5-326]), defendant’s occupation does not fall within any of these classes either.

the second sentence of section 5-322.1 (1), which at the time of these actions, provided that: *796 "[t]his subdivision shall not preclude a promisee requiring indemnification for damages arising out of bodily injury to persons or damage to property caused by or resulting from the negligence of a party other than the promisee, whether or not the promisee is partially negligent.” This portion of the statute was intended to allow indemnification agreements where the subcontractor, although not negligent, agrees to indemnify the general for the negligence of third parties. In 1993, the section was amended and "promisor” was substituted for the final "promisee” in this last sentence.

Moreover, whether or not section 5-322.1 would allow enforcement of a "partial indemnification” agreement is irrelevant here; the agreements in these cases explicitly provided for complete indemnification and there were findings that the general contractor was negligent. The question whether a negligent contractor /promisee could enforce an indemnification agreement, notwithstanding section 5-322.1, so long as the agreement did not purport to indemnify the contractor for its own negligence is not before us.

We hold that, in the circumstances of this case, a release *105 signed by the plaintiff as a precondition for his enrollment in defendant’s parachute jumping course does not bar him from suing for personal injuries he allegedly incurred as a result of defendant’s negligence.

In its entirety, it reads: "I, the undersigned, hereby, and by these covenants, do waive any and all claims that I, my heirs, and/or assignees may have against Nathaniel Sweet, the Stormville Parachute Center, the Jumpmaster and the Pilot who shall operate the aircraft when used for the purpose of parachute jumping for any personal injuries or property damage that I may sustain or which may arise out of my learning, practicing or actually jumping from an aircraft. I also assume full responsibility for any damage that I may do or cause while participating in this sport”.

Specifically, the release nowhere expresses any intention to exempt the defendant from liability for injury or property damages which may result from his failure to use due care either in his training methods or in his furnishing safe equipment.

Provisions in, or in connection with, a construction agreement or design professional agreement purporting to require a promisor to indemnify or hold harmless the promisee, the promisee's independent contractors, agents, employees, or indemnitees against liability for damages arising out of bodily injury to persons or damage to property proximately caused by or resulting from the negligence, in whole or in part, of the promisee, its independent contractors, agents, employees, or indemnitees, is against public policy, void and unenforceable.

Nothing contained in this subsection shall prevent or prohibit a contract, promise or agreement whereby a promisor shall indemnify or hold harmless any promisee or the promisee's independent contractors, agents, employees or indemnitees against liability for damages resulting from the sole negligence of the promisor, its agents or employees.

This section shall not affect an insurance contract, workers' compensation, or any other agreement issued by an insurer. This section shall not apply to lien or bond claims asserted under Chapter 44A of the General Statutes.

Construction agreement. - Any promise or agreement in, or in connection with, a contract or agreement relative to the design, planning, construction, alteration, repair, or maintenance of a building, structure, highway, road, appurtenance, or appliance, including moving, demolition, and excavating connected therewith.

Provisions in, or in connection with, a construction agreement or design professional agreement purporting to require a promisor to indemnify or hold harmless the promisee, the promisee's independent contractors, agents, employees, indemnitees, or any other person or entity against losses, damages, or expenses are against public policy, void, and unenforceable unless the the fault of the promisor or its derivative parties is a proximate cause of the loss, damage, or expense indemnified.

(3) Derivative parties. - With respect to a party, any of that party's subcontractors, agents, employees, or other persons or entities for which the party may be liable or responsible as a result of any statutory, tort, or contractual duty.

Provisions in, or in connection with, a construction agreement that includes design professional services or a design professional agreement purporting to require a design professional to defend a promisee, the promisee's independent contractors, agents, or employees, the promisee's indemnitees, or any other person or entity against liability or claims for damages or expenses, including attorney's fees, proximately caused or allegedly caused by the professional negligence, in whole or in part, of the promisor, the promisee, or their derivative parties, whether the claim is alleged or brought in tort or contract, is against public policy, void, and unenforceable.

(4) Design professional. - A person or entity who is licensed under and provides professional services regulated by Chapters 83A, 89A, 89C, 89E, or 89F of the General Statutes. (5) Design professional agreement. - Any promise or agreement in, or in connection with, a contract or agreement with a design professional to provide design professional services. (6) Design professional services. - A service or work performed by a design professional for which licensure is required under Chapters 83A, 89A, 89C, 89E, or 89F of the General Statutes.

Defend. - Any obligation to pay for or furnish counsel at the expense of the promisor to defend a promisee, the promisee's independent contractors, agents, employees, or indemnitees against claims alleged or brought against the promisee, the promisee's independent contractors, agents, employees, or indemnitees by a third party alleged or brought in any court or other tribunal, including forms of alternative dispute resolution required by law or contract, before the court or tribunal has reached a final determination of fault.

Nothing in this section shall be interpreted to exclude from any indemnity or hold harmless provisions enforceable under subsections (a) and (b) of this section attorneys' fees, litigation or arbitration expenses, or court costs actually incurred by the promisee to defend against third party claims alleged in any court, tribunal, or alternative dispute resolution procedure required of the promisee by law or by contract, if the fault of the promisor or its derivative parties is a proximate cause of the attorney's fees litigation or arbitration expenses, or court costs to be indemnified.

Fault. - A breach of contract; negligent, reckless, or intentional act or omission constituting a tort under applicable statutes or common law; or violations of applicable statutes or regulations.

Indemnity is a contract by which one engages to save another from a legal consequence of the conduct of one of the parties or of some other person.

In the interpretation of a contract of indemnity, unless a contrary intention appears, the following rules are to be applied: - Upon an indemnity against liability, expressly or in other equivalent terms, the person indemnified is entitled to recover upon becoming liable. - Upon an indemnity against claims, demands, damages, or costs, expressly or in other equivalent terms, the person indemnified is not entitled to recover without payment thereof. - An indemnity against claims, demands, or liability, expressly or in other equivalent terms, embraces the costs of defense against such claims, demands, or liability incurred in good faith and in the exercise of reasonable discretion.

The person indemnifying is bound, on the request of the person indemnified, to defend actions or proceedings brought against the latter in respect to the matters embraced by the indemnity, but the person indemnified has the right to conduct such defense if that person chooses to do so. - If, after request, the person indemnifying neglects to defend the person indemnified, a recovery against the latter, suffered by the latter in good faith, is conclusive in the latter's favor against the former. - If the person indemnifying, whether that person is a principal or a surety in the agreement, has not had reasonable notice of action or proceedings against the person indemnified or is not allowed to control its defense, judgment against the latter is only presumptive evidence against the former. - A stipulation that a judgment against the person indemnified shall be conclusive upon the person indemnifying is inapplicable if the person indemnifying had a good defense upon the merits which, by want of ordinary care, the person indemnifying failed to establish in the action.

Section 22-02-07, N.D.C.C., governs interpretation of an indemnity contract, unless a contrary intention appears.

The terms of the indemnity clause are clear and unambiguous. The terms comply with N.D.C.C. § 22-02-07 and do not reveal any contrary intentions.

For the reasons discussed above, we conclude genuine issues of material fact exist regarding whether Tundra was a good-faith purchaser, making the district court’s grant of summary judgment denying Tundra’s equitable estoppel defense improper.

An agreement to indemnify a person against an act thereafter to be done is void if the act is known by such person at the time of doing it to be unlawful.

An agreement to indemnify a person against an act already done is valid, even though the act was known to be wrongful, unless it was a felony.

Indemnification is a remedy which allows a party to recover reimbursement from another for the discharge of a liability which, as between them, should have been discharged by the other. We have recognized that indemnity is an equitable doctrine, which is not amenable to hard and fast rules.

Buyer agrees to indemnify Seller with regard to all aspects of any previous potential liability for entering and executing this contract with Buyer. Buyer is aware that a third party is claiming to have an option to purchase this same property. Buyer hereby agrees to fully defend Seller from any and all claims regarding this dispute should it ever arise. Seller will never face any liability from executing this agreement with Buyer in regard to any previous agreements.

We conclude the district court erred by granting Northstar summary judgment on its breach of contract claim against Lukenbill; erred by granting Northstar summary judgment on its intentional interference with contract claim against Tundra; and erred by granting Lukenbill summary judgment on its indemnification claim against Tundra.

The first issue presented in this appeal is whether R.C. 2305.31 prohibits only those indemnity agreements in construction-related contracts whereby the promisor agrees to indemnify the promisee for damages caused by or resulting from the sole negligence of the promisee. We hold that this statute applies to such agreements regardless of whether the negligence is sole or concurrent.

In particular kinds of circumstances, Ohio has forbidden enforcement of indemnity agreements. See, e.g., R.C. 2305.31 and Kendall v. U.S. Dismantling Co. (1985), 20 Ohio St. 3d 61 , 20 OBR 360, 485 N.E. 2d 1047 (construction contracts); R.C. 4123.82 and Ledex, Inc. v. Heatbath Corp. (1984), 10 Ohio St. 3d 126 , 10 OBR 449, 461 N.E. 2d 1299 (employment contracts). However, absent specified public policy exceptions, the law of Ohio generally allows enforcement of indemnity agreements.

Thus, while clauses limiting the liability of the drafter are ordinarily to be strictly construed, we need not do so when- such burden of indemnification was assented to in a context of free and understanding negotiation.

R.C. 2305.31 provides in pertinent part: “A covenant, promise, agreement, or understanding in, or in connection with or collateral to, a contract or agreement relative to the design, planning, construction, alteration, repair, or maintenance of a building, structure, highway, road, appurtenance, and appliance, including moving, demolition, and excavating connected therewith, pursuant to which contract or agreement the promisee, or its independent contractors, agents or employees has hired the promisor to perform work, purporting to indemnify the promisee, its independent contractors, agents, employees, or indemnities against liability for damages arising out of bodily injury to persons or damage to property initiated or proximately caused by or resulting from the "negligence of the promisee, its independent contractors, agents, employees, or indemnities is against public policy and is void. * * *” (Emphasis added.)

Where it is alleged that the agreement protects an indemnitee from *47 the financial consequences of his own negligence, the greater weight of authority, particularly in Ohio, would construe the words of such an agreement most narrowly.

Appellant’s plea that courts should enforce voluntary, arm’s-length agreements between sophisticated commercial parties is also unavailing. R.C. 2305.31 clearly announces that agreements such as the one at bar are void as against public policy. The voluntariness of the agreement, or the equality of the parties’ bargaining power, if such equality exists here, will not save an agreement that is statutorily void.

Further, our holding today is consistent with the well-established rule that “[contracts of indemnity purporting to relieve one from the results of his negligence must be construed strictly.” Kay v. Pennsylvania RR. Co. (1952), 156 Ohio St. 503 [ 46 O.O. 417 ], paragraph one of the syllabus.

Accordingly, we hold that an employer in compliance with the workers’ compensation laws of this state does not surrender its statutory and constitutional immunity from suits arising out of employment absent an express and specific waiver of that immunity. A general agreement of indemnity with a third party which does not specifically express the employer’s intent to waive this particular immunity is ineffective for that purpose.

Except to the extent provided under subsections (3) and (4) of this section, any provision in a construction agreement that requires a person or that person’s surety or insurer to indemnify another against liability for damage arising out of death or bodily injury to persons or damage to property caused in whole or in part by the negligence of the indemnitee is void. (3) This section does not affect any provision in a construction agreement that requires a person or that person’s surety or insurer to indemnify another against liability for damage arising out of death or bodily injury to persons or damage to property to the extent that the death or bodily injury to persons or damage to property arises out of the fault of the indemnitor, or the fault of the indemnitor’s agents, representatives or subcontractors.

“Construction agreement” means any written agreement for the planning, design, construction, alteration, repair, improvement or maintenance of any building, highway, road excavation or other structure, project, development or improvement attached to real estate including moving, demolition or tunneling in connection therewith.

This section does not apply to: (a) Any real property lease or rental agreement between a landlord and tenant whether or not any provision of the lease or rental agreement relates to or involves planning, design, construction, alteration, repair, improvement or maintenance as long as the predominant purpose of the lease or rental agreement is not planning, design, construction, alteration, repair, improvement or maintenance of real property; (b) Any personal property lease or rental agreement; or (c) Any design-build contract.

No provision of this section shall be construed to apply to a “railroad” as defined in ORS 824.200.

This section does not apply to: (a) Any real property lease or rental agreement between a landlord and tenant whether or not any provision of the lease or rental agreement relates to or involves planning, design, construction, alteration, repair, improvement or maintenance as long as the predominant purpose of the lease or rental agreement is not planning, design, construction, alteration, repair, improvement or maintenance of real property; or (b) Any personal property lease or rental agreement.

Except to the extent provided under subsection (3) of this section, any provision in a construction agreement that requires a person or that person’s surety or insurer to indemnify another against liability for damage arising out of death or bodily injury to persons or damage to property caused in whole or in part by the negligence of the indemnitee is void.

A public body as defined in ORS 174.109, including a public body acting as part of an intergovernmental entity formed with another state or with a political subdivision of another state, may not require in a contract with a person or entity providing architectural, engineering, photogrammetric mapping, transportation planning or land surveying services or related services a duty to defend the public body or intergovernmental entity against a claim for professional negligence and relating to the professional services provided by the person or entity providing architectural, engineering, photogrammetric mapping, transportation planning or land surveying services or related services, except to the extent that the person’s or entity’s liability or fault is determined by adjudication or alternative dispute resolution or otherwise resolved by settlement agreement, and not to exceed the proportionate fault of the person or entity. A contractual provision that violates this subsection is unenforceable.

Our evaluation of the interpretive question that this case presents leads us to conclude that, with respect to the text and context of the wording at issue, the Court of Appeals’ discussion in this case correctly assessed the statute’s meaning. Further, we perceive no benefit in attempting to reshape that analysis for purposes of our own disposition. Accordingly, we adopt the following excerpt from the Court of Appeals decision, which Presiding Judge Haselton authored:

The amendments to 30.140 by section 2, chapter 112, Oregon Laws 2024, become operative January 1, 2035, and apply to construction agreements and contracts entered into or renewed on or after January 1, 2035.

Amici argue that, in light of subsection (2) of ORS 30.140, the Court of Appeals should have held that the additional insured provision was void “only to the extent that, in a given case, it would require a party ‘to indemnify another’ for ‘the fault of the indemnitor.’ ” As noted above, however, Walsh did not contend that its subcontractor Rust was negligent, either in whole or in part, with respect to the employee’s injury. Therefore, even assuming that amici are in a position to raise that issue, see, e.g., Finney v. Bransom, 326 Or 472 , 481 n 8, 953 P2d 377 (1998) (declining to consider argument that amicus advanced, “because it was never presented in any recognizable form to the Court of Appeals”), the Court of Appeals correctly decided this case within the scope that the parties chose to litigate it. The decision of the Court of Appeals and the judgment of the circuit court are affirmed.

In sum, the text of ORS 30.140, and its historic evolution, strongly suggests that the statute prohibits not only ‘direct’ indemnity arrangements between parties to construction agreements but also ‘additional insurance’ arrangements by which one party is obligated to procure insurance for losses arising in whole or in part from the other’s fault.

Except as provided in this section, a provision in a construction agreement is void to the extent that the provision requires a party or the party’s surety or insurer to waive a right of subrogation, indemnity or contribution for amounts paid by reason of death or bodily injury, or damage to property, caused in whole or in part by the negligence of another person.

This section does not apply to a provision for waiver of subrogation, indemnity or contribution in an insurance policy issued pursuant to ORS 737.602 or to a provision for waiver of subrogation, indemnity or contribution that applies to proceeds of a property insurance policy. (3) This section does not apply to a provision for waiver of subrogation, indemnity or contribution in a real property lease or rental agreement between a landlord and tenant, whether or not any provision of the lease or rental agreement relates to or involves planning, designing, constructing, altering, repairing, improving or maintaining, as long as the predominant purpose of the lease or rental agreement is not planning, designing, constructing, altering, repairing, improving or maintaining real property. (4) This section does not apply to a provision for waiver of subrogation, indemnity or contribution in a personal property lease or rental agreement. (5) This section does not apply to a provision for waiver of subrogation, indemnity or contribution in a construction agreement in which one of the parties is a railroad as defined in ORS 824.200.

purporting to indemnify the promisee, the promisee’s independent contractors, agents, employees, or indemnitees against liability for damages arising out of bodily injury to persons or damage to property proximately caused by or resulting from the negligence of the promisee, the promisee’s independent contractors, agents, employees, or indemnitees, is against public policy and is void

a contract or agreement relative to the design, planning, construction, alteration, repair, or maintenance of a building, structure, highway, road, appurtenance, and appliance, including moving, demolition, and excavating connected with a building, structure, highway, road, appurtenance, or appliance, pursuant to which contract or agreement the promisee or the promisee’s independent contractors, agents, or employees has hired the promisor to perform work

provided that this section shall not affect the validity of any insurance contract, worker’s compensation agreement, or an agreement issued by an insurer.

Nothing in this section shall prohibit any person from purchasing insurance for his or her own protection or from purchasing a construction bond.

This Court has interpreted the provisions of § 6-34-1 to invalidate agreements between contractors in which a subcontractor has agreed to indemnify a general contractor for the latter’s own negligence.

This same statute, however, permits agreements in which the subcontractor indemnifies the general contractor for claims arising from the subcontractor’s own negligence.

We Need Not Decide Whether an Agreement by One Party to a Construction Contract to Procure Insurance for Another Party’s Alleged Negligence Violates § 6-34-1

The plain language of § 6-34-1 invalidates the problematic promise itself, not the agreement in its entirety.

However, there is nothing in § 6-34-1 that bars [the contractor] from attempting to secure indemnification from [the subcontractor] for claims resulting from negligence on the part of [the subcontractor].

we declared that the portion of the contract that would require Spino Bros, to indemnify DePasq-uale for DePasquale’s own negligence was contrary to public policy and therefore was void.

We further held, however, that this did not render the entire contract void, thus making Spino Bros, contractually liable to DePasquale, unless DePasquale’s negligence was the proximate cause of the death.

However, the Legislature has not prohibited the use of all indemnification contracts in the construction industry.

Earlier, in Di Lonardo v. Gilbane Building Co., 114 R.I. 469 , 334 A.2d 422 (1975), the court ruled that a building contract in which a subcontractor specifically agrees to indemnify and hold harmless a general contractor, regardless of the general contractor’s negligence, was valid and did not violate public policy.

We have previously upheld exculpatory-indemnification clauses that negate liability for an individual’s own negligence if the clause is sufficiently specific.

A contract will not be construed to indemnify the indemnitee against losses resulting from his or her own negligent acts unless the parties’ intention to hold harmless is clearly and unequivocally expressed in the contract.

We conclude that it is not violative of public policy for individuals to limit liability for their own negligence through an exculpatory-indemnification clause.

In our judgment, the declaration is defective for the reason that nowhere in the lease does defendant specifically covenant to indemnify and to hold plaintiff harmless from the consequences of his own negligence.

The trial justice refused on policy grounds to enforce these indemnity provisions because in his judgment they purported to immunize plaintiff as a landlord from losses occasioned by reason of his own negligence and he sustained the demurrer to the declaration. We agree with the result but not with the reason.

In the circumstances of this case we conclude that the limitation-of-liability provisions contained in the lease agreement are not violative of public policy and are enforceable as written.

A remand is necessary for a determination concerning the negligence of Otis and its responsibility under the indemnification clause. Lusi’s appeal is sustained, the judgment appealed from is affirmed in part and reversed in part, and the case is remanded to the Superior Court.

Conclusion Thus, we affirm the motion justice’s entry of final judgment in favor of Peerless.

Conclusion For the reasons stated herein, we reverse in part and affirm in part the judgment of the Superior Court. The record shall be remanded to the Superior Court to enter judgment, pursuant to the indemnity agreement, in favor of DePasquale Bldg.

Except as provided by Section 151.103 , a provision in a construction contract, or in an agreement collateral to or affecting a construction contract, is void and unenforceable as against public policy to the extent that it requires an indemnitor to indemnify, hold harmless, or defend a party, including a third party, against a claim caused by the negligence or fault, the breach or violation of a statute, ordinance, governmental regulation, standard, or rule, or the breach of contract of the indemnitee, its agent or employee, or any third party under the control or supervision of the indemnitee, other than the indemnitor or its agent, employee, or subcontractor of any tier.

Section 151.102 does not apply to a provision in a construction contract that requires a person to indemnify, hold harmless, or defend another party to the construction contract or a third party against a claim for the bodily injury or death of an employee of the indemnitor, its agent, or its subcontractor of any tier.

(a) This subchapter applies to a construction contract for a construction project for which an indemnitor is provided or procures insurance subject to: (1) this chapter; or (2) Title 10. (b) Subsection (a) applies regardless of whether the insurance is provided or procured before or after execution of the contract.

(1) "Consolidated insurance program" means a program under which a principal provides general liability insurance coverage, workers' compensation insurance coverage, or both that are incorporated into an insurance program for a single construction project or multiple construction projects. (2) "Construction project" means construction, remodeling, maintenance, or repair of improvements to real property. The term includes the immediate construction location and areas incidental and necessary to the work as defined in the construction contract documents. A construction project under this chapter does not include a single family house, townhouse, duplex, or land development directly related thereto. (3) "Contractor" means any person who has entered into a construction contract or a professional services contract and is enrolled in the consolidated insurance program. (4) "Claim" includes a loss or liability for a claim, damage, expense, or governmentally imposed fine, penalty, administrative action, or other action.

(5) "Construction contract" means a contract, subcontract, or agreement, or a performance bond assuring the performance of any of the foregoing, entered into or made by an owner, architect, engineer, contractor, construction manager, subcontractor, supplier, or material or equipment lessor for the design, construction, alteration, renovation, remodeling, repair, or maintenance of, or for the furnishing of material or equipment for, a building, structure, appurtenance, or other improvement to or on public or private real property, including moving, demolition, and excavation connected with the real property. The term includes an agreement to which an architect, engineer, or contractor and an owner's lender are parties regarding an assignment of the construction contract or other modifications thereto. (6) "Indemnitor" means a party to a construction contract that is required to provide indemnification or additional insured status to another party to the construction contract or to a third party.

(a) Except as provided by Subsection (b), a provision in a construction contract that requires the purchase of additional insured coverage, or any coverage endorsement, or provision within an insurance policy providing additional insured coverage, is void and unenforceable to the extent that it requires or provides coverage the scope of which is prohibited under this subchapter for an agreement to indemnify, hold harmless, or defend. (b) This section does not apply to a provision in an insurance policy, or an endorsement to an insurance policy, issued under a consolidated insurance program to the extent that the provision or endorsement lists, adds, or deletes named insureds to the policy.

This subchapter does not affect: (1) an insurance policy, including a policy issued under an owner-controlled or owner-sponsored consolidated insurance program or a contractor-controlled or contractor-sponsored consolidated insurance program, except as provided by Section 151.104 ; (2) a cause of action for breach of contract or warranty that exists independently of an indemnity obligation, including an indemnity obligation in a construction contract under a construction project for which insurance is provided under a consolidated insurance program; (3) indemnity provisions contained in loan and financing documents, other than construction contracts to which the contractor and owner's lender are parties as provided under Section 151.001 (5); (4) general agreements of indemnity required by sureties as a condition of execution of bonds for construction contracts; (5) the benefits and protections under the workers' compensation laws of this state; (6) the benefits or protections under the governmental immunity laws of this state; (7) agreements subject to Chapter 127 , Civil Practice and Remedies Code; (8) a license agreement between a railroad company and a person that permits the person to enter the railroad company's property as an accommodation to the person for work under a construction contract that does not primarily benefit the railroad company; (9) an indemnity provision pertaining to a claim based upon copyright infringement; (10) an indemnity provision in a construction contract, or in an agreement collateral to or affecting a construction contract, pertaining to: (A) a single family house, townhouse, duplex, or land development directly related thereto; or (B) a public works project of a municipality; or (11) a joint defense agreement entered into after a claim is made.

A provision of this chapter may not be waived by contract or otherwise.

(a) A covenant or promise in, in connection with, or collateral to a construction contract is void and unenforceable if the covenant or promise provides for a contractor who is to perform the work that is the subject of the construction contract to indemnify or hold harmless a registered architect, licensed engineer, or land surveyor, or an agent, servant, or employee of a registered architect, licensed engineer, or land surveyor from liability for damage that: (1) is caused by or results from: (A) defects in plans, designs, or specifications prepared, approved, or used by the architect, engineer, or land surveyor; or (B) negligence of the architect, engineer, or land surveyor in the rendition or conduct of professional duties called for or arising out of the construction contract and the plans, designs, or specifications that are a part of the construction contract; and (2) arises from: (A) personal injury or death; (B) property injury; or (C) any other expense that arises from personal injury, death, or property injury.

(2) arises from: (A) personal injury or death; (B) property injury; or (C) any other expense that arises from personal injury, death, or property injury. (b) A covenant or promise in, in connection with, or collateral to a construction contract other than a contract for a single family or multifamily residence is void and unenforceable if the covenant or promise provides for a registered architect, licensed engineer, or land surveyor whose engineering, architectural, or land surveying design services are the subject of the construction contract to indemnify or hold harmless an owner or owner's agent or employee from liability for damage that is caused by or results from the negligence of an owner or an owner's agent or employee.

(c) Except as provided by Subsection (d), (e), or (f), a covenant or promise in, in connection with, or collateral to a construction contract for engineering, architectural, or land surveying services related to an improvement to real property is void and unenforceable to the extent the covenant or promise provides that a licensed engineer, registered architect, or land surveyor must defend a party, including a third party, against a claim based wholly or partly on the negligence of, fault of, or breach of contract by the owner, the owner's agent, the owner's employee, or another entity over which the owner exercises control. A covenant or promise in, in connection with, or collateral to a contract for engineering, architectural, or land surveying services related to an improvement to real property may provide for the reimbursement of an owner's reasonable attorney's fees in proportion to the engineer's, architect's, or land surveyor's liability.

This chapter does not apply to a contract or agreement in which an architect, engineer, or land surveyor, or an agent, servant, or employee of an architect, engineer, or land surveyor, is indemnified from liability for: (1) negligent acts other than those described by this chapter; or (2) negligent acts of the contractor, any subcontractor, any person directly or indirectly employed by the contractor or a subcontractor, or any person for whose acts the contractor or a subcontractor may be liable.

(d) Notwithstanding Subsection (c), an owner that is a party to a contract for engineering, architectural, or land surveying services related to an improvement to real property may require in the contract that the engineer, architect, or land surveyor name the owner as an additional insured under any of the engineer's, architect's, or land surveyor's insurance coverage to the extent additional insureds are allowed under the policy and provide any defense to the owner provided by the policy to a named insured. (e) Subsection (c) does not apply to a contract for services in which an owner contracts with an entity to provide both design and construction services. (f) Subsection (c) does not apply to a covenant to defend a party, including a third party, for a claim of negligent hiring of the architect, engineer, or land surveyor.

(1) "Construction contract" means a contract or agreement made and entered into by an owner, contractor, subcontractor, registered architect, licensed engineer, land surveyor, or supplier concerning the design, construction, alteration, repair, or maintenance of a building, structure, appurtenance, road, highway, bridge, dam, levee, or other improvement to or on real property, including moving, demolition, and excavation connected with the real property. (2) "Land surveyor" means a registered professional land surveyor or licensed state land surveyor as those terms are defined by Section 1071.002 , Occupations Code.

This chapter does not apply to: (1) an insurance contract; or (2) a workers' compensation agreement.

(a) Except as provided by Section 130.002 (b) or (c) or Section 130.0021 , this chapter does not apply to an owner of an interest in real property or persons employed solely by that owner. (b) Except as provided by Section 130.002 (b) or (c) or Section 130.0021 , this chapter does not prohibit or make void or unenforceable a covenant or promise to: (1) indemnify or hold harmless an owner of an interest in real property and persons employed solely by that owner; or (2) allocate, release, liquidate, limit, or exclude liability in connection with a construction contract between an owner or other person for whom a construction contract is being performed and a registered architect, licensed engineer, or land surveyor.

(a) A construction contract for architectural, engineering, or land surveying services or a contract related to the construction or repair of an improvement to real property that contains architectural, engineering, or land surveying services as a component part must require that the architectural, engineering, or land surveying services be performed with the professional skill and care ordinarily provided by competent architects, engineers, or land surveyors practicing under the same or similar circumstances and professional license. (b) If a contract described by Subsection (a) contains a provision establishing a different standard of care than the standard described by Subsection (a): (1) the provision is void and unenforceable; and (2) the standard of care described by Subsection (a) applies to the performance of the architectural, engineering, or land surveying services. (c) Section 130.004 does not limit the applicability of this section.

Except as provided by Section 151.103 , a provision in a construction contract, or in an agreement collateral to or affecting a construction contract, is void and unenforceable as against public policy to the extent that it requires an indemnitor to indemnify, hold harmless, or defend a party, including a third party, against a claim caused by the negligence or fault, the breach or violation of a statute, ordinance, governmental regulation, standard, or rule, or the breach of contract of the indemnitee, its agent or employee, or any third party under the control or supervision of the indemnitee, other than the indemnitor or its agent, employee, or subcontractor of any tier.

(a) This subchapter applies to a construction contract for a construction project for which an indemnitor is provided or procures insurance subject to: (1) this chapter; or (2) Title 10. (b) Subsection (a) applies regardless of whether the insurance is provided or procured before or after execution of the contract.

(a) Except as otherwise provided by this chapter, a covenant, promise, agreement, or understanding contained in, collateral to, or affecting an agreement pertaining to a well for oil, gas, or water or to a mine for a mineral is void if it purports to indemnify a person against loss or liability for damage that: (1) is caused by or results from the sole or concurrent negligence of the indemnitee, his agent or employee, or an individual contractor directly responsible to the indemnitee; and (2) arises from: (A) personal injury or death; (B) property injury; or (C) any other loss, damage, or expense that arises from personal injury, death, or property injury.

(a) This chapter does not apply to an agreement that provides for indemnity if the parties agree in writing that the indemnity obligation will be supported by liability insurance coverage to be furnished by the indemnitor subject to the limitations specified in Subsection (b) or (c). (b) With respect to a mutual indemnity obligation, the indemnity obligation is limited to the extent of the coverage and dollar limits of insurance or qualified self-insurance each party as indemnitor has agreed to obtain for the benefit of the other party as indemnitee. (c) With respect to a unilateral indemnity obligation, the amount of insurance required may not exceed $500,000.

(1) "Agreement pertaining to a well for oil, gas, or water or to a mine for a mineral": (A) means: (i) a written or oral agreement or understanding concerning the rendering of well or mine services; or (ii) an agreement to perform a part of those services or an act collateral to those services, including furnishing or renting equipment, incidental transportation, or other goods and services furnished in connection with the services; but (B) does not include a joint operating agreement.

(2) "Joint operating agreement" means an agreement between or among holders of working interests or operating rights for the joint exploration, development, operation, or production of minerals. (3) "Mutual indemnity obligation" means an indemnity obligation in an agreement pertaining to a well for oil, gas, or water or to a mine for a mineral in which the parties agree to indemnify each other and each other's contractors and their employees against loss, liability, or damages arising in connection with bodily injury, death, and damage to property of the respective employees, contractors or their employees, and invitees of each party arising out of or resulting from the performance of the agreement. (4) "Well or mine service": (A) includes: (i) drilling, deepening, reworking, repairing, improving, testing, treating, perforating, acidizing, logging, conditioning, purchasing, gathering, storing, or transporting oil, brine water, fresh water, produced water, condensate, petroleum products, or other liquid commodities, or otherwise rendering services in connection with a well drilled to produce or dispose of oil, gas, other minerals or water; and (ii) designing, excavating, constructing, improving, or otherwise rendering services in connection with a mine shaft, drift, or other structure intended for use in exploring for or producing a mineral; but (B) does not include: (i) purchasing, selling, gathering, storing, or transporting gas or natural gas liquids by pipeline or fixed associated facilities; or (ii) construction, maintenance, or repair of oil, natural gas liquids, or gas pipelines or fixed associated facilities. (5) "Wild well" means a well from which the escape of oil or gas is not intended and cannot be controlled by equipment used in normal drilling practice. (6) "Unilateral indemnity obligation" means an indemnity obligation in an agreement pertaining to a well for oil, gas, or water or to a mine for a mineral in which one of the parties as indemnitor agrees to indemnify the other party as indemnitee with respect to claims for personal injury or death to the indemnitor's employees or agents or to the employees or agents of the indemnitor's contractors but in which the indemnitee does not make a reciprocal indemnity to the indemnitor.

This chapter does not apply to loss or liability for damages or an expense arising from: (1) personal injury, death, or property injury that results from radioactivity; (2) property injury that results from pollution, including cleanup and control of the pollutant; (3) property injury that results from reservoir or underground damage, including loss of oil, gas, other mineral substance, or water or the well bore itself; (4) personal injury, death, or property injury that results from the performance of services to control a wild well to protect the safety of the general public or to prevent depletion of vital natural resources; or (5) cost of control of a wild well, underground or above the surface.

(4) "Well or mine service": (A) includes: (i) drilling, deepening, reworking, repairing, improving, testing, treating, perforating, acidizing, logging, conditioning, purchasing, gathering, storing, or transporting oil, brine water, fresh water, produced water, condensate, petroleum products, or other liquid commodities, or otherwise rendering services in connection with a well drilled to produce or dispose of oil, gas, other minerals or water; and (ii) designing, excavating, constructing, improving, or otherwise rendering services in connection with a mine shaft, drift, or other structure intended for use in exploring for or producing a mineral; but (B) does not include: (i) purchasing, selling, gathering, storing, or transporting gas or natural gas liquids by pipeline or fixed associated facilities; or (ii) construction, maintenance, or repair of oil, natural gas liquids, or gas pipelines or fixed associated facilities.

This chapter does not deprive an owner of the surface estate of the right to secure indemnity from a lessee, an operator, a contractor, or other person conducting operations for the exploration or production of minerals of the owner's land.

(b) Certain agreements that provide for indemnification of a negligent indemnitee are against the public policy of this state. (c) The legislature finds that joint operating agreement provisions for the sharing of costs or losses arising from joint activities, including costs or losses attributable to the negligent acts or omissions of any party conducting the joint activity: (1) are commonly understood, accepted, and desired by the parties to joint operating agreements; (2) encourage mineral development; (3) are not against the public policy of this state; and (4) are enforceable unless those costs or losses are expressly excluded by written agreement.

This chapter does not affect: (1) the validity of an insurance contract; or (2) a benefit conferred by the workers' compensation statutes of this state.

"Indemnification provision" means a covenant, promise, agreement or understanding in, in connection with, or collateral to a construction contract requiring the promisor to insure, hold harmless, indemnify, or defend the promisee or others against liability if: the damages arise out of: bodily injury to a person; damage to property; or economic loss; and the damages are caused by or resulting from the fault of the promisee, indemnitee, others, or their agents or employees.

In a long line of cases spanning more than fifty years, we have repeatedly held that an indemnity agreement which purports to make a party respond for the negligence of another should be strictly construed.

We conclude that paragraph 21 as a whole expresses a clear and unequivocal intent by the parties that the licensee will indemnify the licensor from any and all liabilities, including the liability that arises because of the licensor’s negligence, except when liability arises because of the li-censor’s intentional wrongdoing or willful negligence in the interruption of the licensee’s service.

we have frequently adhered to the majority rule that where the intention to indemnify a person from losses attributable to his own negligence is “clearly and unequivocally expressed” in the contract language, an indemnity agreement will be upheld. Howe Rents Corp. v. Worthen, 18 Utah 2d at 265 , 420 P.2d at 849 ; Union Pacific Railroad v. El Paso Natural Gas Co., 17 Utah 2d at 251 , 408 P.2d at 913-14 ; Barrus v. Wilkinson, 16 Utah 2d 204 , 398 P.2d 207 (1965). See also United States v. Seckinger, 397 U.S. 203, 211 , 90 S.Ct. 880, 885 , 25 L.Ed.2d 224 (1970). The indemnity provision challenged here meets that requirement, and is upheld under those authorities.

the specific carveouts for intentional wrongdoing and willful negligence helped transform what might have been mistakable language into a clear and unmistakable expression of an intent to extend the indemnification to negligent acts.

Except as provided in Subsection (3) , an indemnification provision in a construction contract is against public policy and is void and unenforceable. When an indemnification provision is included in a contract related to a construction project between an owner and party listed in Subsection (1)(a) , in any action for damages described in Subsection (1)(b)(i) , the fault of the owner shall be apportioned among the parties listed in Subsection (1)(a) pro rata based on the proportional share of fault of each of the parties listed in Subsection (1)(a) , if: the damages are caused in part by the owner; and the cause of the damages defined in Subsection (1)(b)(i) did not arise at the time and during the phase of the project when the owner was operating as a party defined in Subsection (1)(a) .

For purposes of this section: "Construction contract" means a contract or agreement relative to the design, construction, alteration, repair, or maintenance of a building, structure, highway, appurtenance, appliance, or other improvement to real property, including moving, demolition, or excavating, connected to the construction contract between: a construction manager; a general contractor; a subcontractor; a sub-subcontractor; a supplier; or any combination of persons listed in Subsections (1)(a)(i) through (v) .

This section may not be construed to affect or impair the obligations of contracts or agreements, that are in existence at the time this section or any amendment to this section becomes effective.

Hence, the Comparative Negligence Act does not invalidate an employer’s indemnity contract with a third party. The summary judgment against Shell is reversed, and the cause is remanded for reinstatement of Shell’s third-party complaint and for further proceedings consistent with this opinion. Costs to appellant.

2 . Respondent cites U.C.A., 1953, § 13-8-1 as further evidence that our legislative and judicial policy disfavors indemnity agreements. That statute, which is entitled “Construction industry — Agreements to indemnify,” provides that an agreement for the construction, repair or maintenance of a building which purports to indemnify the promisee for liability resulting from the promisee’s “sole negligence” is “void and unenforceable” as against public policy. Since, by its own terms, the statute applies only to the construction industry, it is inapplicable here. Moreover, even if the statute were applied, the contract provision challenged here would not be invalidated since it makes exception for injury, death or damage that has “resulted from the sole negligence of Operator [Shell], without negligence or willful act on the part of Contractor [Brinkerhoff], its agents, servants, employees, or subcontractors.” (Emphasis added.)

Any provision contained in any contract relating to the construction, alteration, repair or maintenance of a building, structure or appurtenance thereto, including moving, demolition and excavation connected therewith, or any provision contained in any contract relating to the construction of projects other than buildings by which the contractor performing such work purports to indemnify or hold harmless another party to the contract against liability for damage arising out of bodily injury to persons or damage to property suffered in the course of performance of the contract, caused by or resulting solely from the negligence of such other party or his agents or employees, is against public policy and is void and unenforceable.

This section applies to such contracts between contractors and any public body, as defined in § 2.2-4301 . This section shall not affect the validity of any insurance contract, workers' compensation, or any agreement issued by an admitted insurer. The provisions of this section shall not apply to any provision of any contract entered into prior to July 1, 1973.

Any provision contained in any contract relating to the planning or design of a building, structure, or appurtenance thereto, including moving, demolition, or excavation connected therewith, or any provision contained in any contract relating to the planning or design of construction projects by which any party purports to impose a duty to defend on any other party to the contract, is against public policy and is void and unenforceable. This section shall not affect the validity of any insurance contract, workers' compensation, or any agreement issued by an admitted insurer.

A provision, clause, covenant, or agreement contained in, collateral to, or affecting a motor carrier transportation contract that purports to indemnify, or hold harmless, or has the effect of indemnifying, or holding harmless, either party from or against any liability for loss or damage resulting from the negligence or intentional acts or omissions of other party, or any agents, employees, servants, or independent contractors who are directly responsible to the other party, is against the public policy and is void and unenforceable.

Because the phrases “caused by” and “resulting solely from” are disjunctive in the statute, it voids any indemnification provision that reaches damage caused by the negligence of the indemnitee, even if the damage does not result solely from the negligence of the indemnitee.

Thus, the issue is not whether an indemnification provision is written so broadly that it encompasses the negligence of parties in addition to the indemnitee. Rather, the issue is whether the provision is so broad that it indemnifies the indemnitee from its own negligence. Paragraph 10 clearly reaches beyond the negligence of other parties and indemnifies Uniwest. Therefore it violates Code § 11-4.1 and is void.

Estes, therefore, establishes that a contractual provision whereby a party indemnifies itself against losses incurred as the result of personal injury caused by its own future negligence is enforceable and does not violate the public policy of the Commonwealth.

Every provision contained in a contract between an architect or professional engineer and a public body relating to the planning or design of a building, structure or appurtenance thereto, including moving, demolition or excavation connected therewith, or relating to the planning or design of construction projects other than buildings by which the architect or professional engineer performing such work purports to indemnify or hold harmless the public body against liability is against public policy and is void and unenforceable. This section shall not be construed to alter or affect any provision in such a contract that purports to indemnify or hold harmless the public body against liability for damage arising out of the negligent acts, errors or omissions, recklessness or intentionally wrongful conduct of the architect or professional engineer in performance of the contract.

However, the unambiguous language of Code § 11-4.1 requires us to look to the contract containing the provision, not the circumstances from which the claim for indemnification arose, to determine whether an indemnification provision violates Code § 11-4.1.

The operative language of Paragraph 10 states “If any claims . . . be made or asserted, whether or not such claim(s) are based upon the negligence of Uniwest or [Fountains], [Amtech] agrees to indemnify and save harmless Uniwest from any and all such claims . . . .” (Emphasis added.) The plain meaning of this language clearly obligates Amtech to indemnify Uniwest whether or not the claim is based upon the negligence of Uniwest.

For the purposes of this section, the term "motor carrier transportation contract" shall not include the Uniform Intermodal Interchange and Facilities Access Agreement administered by the Intermodal Association of North America, as that agreement may be amended by the Intermodal Interchange Executive Committee, or other agreements providing for the interchange, use, or possession of intermodal chassis, containers, or other intermodal equipment.

Accordingly, the trial court correctly ruled that the indemnity provisions in Article 6.16 and Article 6.31 are not void as against public policy and are enforceable. The judgment of the trial court will therefore be affirmed.

We affirm the circuit court’s holding that Paragraph 10 of the Subcontract is void against the public policy expressed in Code § 11-4.1. However, because we hold that Paragraph 3.18.1 of the Prime Contract imposed a duty on Amtech to defend and indemnify Uniwest and we find that Uniwest was insured under Subdivision E-4 and Subdivision E-7 of the AIU Policy, we will reverse the contrary rulings of the circuit court and remand for further proceedings consistent with this opinion.

Any provision contained in any contract relating to the planning or design of a building, structure or appurtenance thereto, including moving, demolition or excavation connected therewith, or any provision contained in any contract relating to the planning or design of construction projects other than buildings by which the architect or professional engineer performing such work purports to indemnify or hold harmless another party to the contract against liability for damage arising out of bodily injury to persons or damage to property suffered in the course of the performance of the contract, caused by or resulting solely from the negligence of such other party, his agents or employees, is against public policy and is void and unenforceable.

(1) A covenant, promise, agreement, or understanding in, or in connection with or collateral to, a contract or agreement relative to the construction, alteration, repair, addition to, subtraction from, improvement to, or maintenance of, any building, highway, road, railroad, excavation, or other structure, project, development, or improvement attached to real estate, including moving and demolition in connection therewith, a contract or agreement for architectural, landscape architectural, engineering, or land surveying services, or a motor carrier transportation contract, purporting to indemnify, including the duty and cost to defend, against liability for damages arising out of such services or out of bodily injury to persons or damage to property: (a) Caused by or resulting from the sole negligence of the indemnitee, his or her agents or employees is against public policy and is void and unenforceable; (b) Caused by or resulting from the concurrent negligence of (i) the indemnitee or the indemnitee's agents or employees, and (ii) the indemnitor or the indemnitor's agents or employees, is valid and enforceable only to the extent of the indemnitor's negligence and only if the agreement specifically and expressly provides therefor, and may waive the indemnitor's immunity under industrial insurance, Title 51 RCW, only if the agreement specifically and expressly provides therefor and the waiver was mutually negotiated by the parties. This subsection applies to agreements entered into after June 11, 1986.

(2) As used in this section, a "motor carrier transportation contract" means a contract, agreement, or understanding covering: (a) The transportation of property for compensation or hire by the motor carrier; (b) entrance on property by the motor carrier for the purpose of loading, unloading, or transporting property for compensation or hire; or (c) a service incidental to activity described in (a) or (b) of this subsection, including, but not limited to, storage of property, moving equipment or trailers, loading or unloading, or monitoring loading or unloading. "Motor carrier transportation contract" shall not include agreements providing for the interchange, use, or possession of intermodal chassis, containers, or other intermodal equipment.

The common law system governing the remedy of workers against employers for injuries received in employment is inconsistent with modern industrial conditions. In practice it proves to be economically unwise and unfair. Its administration has produced the result that little of the cost of the employer has reached the worker and that little only at large expense to the public. The remedy of the worker has been uncertain, slow and inadequate. Injuries in such works, formerly occasional, have become frequent and inevitable. The welfare of the state depends upon its industries, and even more upon the welfare of its wage worker. The state of Washington, therefore, exercising herein its police and sovereign power, declares that all phases of the premises are withdrawn from private controversy, and sure and certain relief for workers, injured in their work, and their families and dependents is hereby provided regardless of questions of fault and to the exclusion of every other remedy, proceeding or compensation, except as otherwise provided in this title; and to that end all civil actions and civil causes of action for such personal injuries and all jurisdiction of the courts of the state over such causes are hereby abolished, except as in this title provided.

The parties ask this court to determine the validity of an indemnification agreement in a construction contract pursuant to RCW 4.24.115. RCW 4.24.115 permits the enforcement of indemnification agreements involving concurrent negligence of parties in the construction setting. RCW 4.22.070, adopted in the same 1986 legislative session as amendments to RCW 4.24.115, provided for several liability in cases based on fault as the policy of the State of Washington. Notwithstanding RCW 4.22.070, we hold that an indemnification agreement negotiated pursuant to RCW 4.24.115 is valid and enforceable to the extent of the indemnitor’s negligence in a case of concurrent negligence by the indemnitor and indemnitee. We reverse the Court of Appeals and remand this case to the King County Superior Court for trial.

The Legislature has specifically limited and recognized the enforceability of indemnification provisions in construction contracts. Prior to the 1986 Tort Reform Act (the Act), RCW 4.24.115 precluded indemnification by the indemnitor against the sole negligence of the indemnitee in construction contracts. In the Act, the Legislature added subsection (2) to RCW 4.24.115, which specifically *754 permits the enforcement of contracts to indemnify against loss occasioned by concurrent negligence. 3 This subsection states such agreements are "valid and enforceable only to the extent of the indemnitor’s negligence and only if the agreement specifically and expressly provides therefor.” It further states the indemnitor "may waive . . . immunity under industrial insurance” only if the agreement specifically and expressly provides, and the waiver was mutually negotiated.

Island’s argument based upon its employer immunity is controlled by RCW 4.24.115(2). The Indemnification Addendum complies with RCW 4.24.115(2). It specifically and expressly provides for the waiver of employer immunity, and provides Island will indemnify Moen, where Moen and Island are concurrently negligent, to the extent of Island’s negligence. It also certifies the Indemnification Addendum was mutually negotiated. Because the Indemnification Addendum complies with RCW 4.24.115(2), it is valid and enforceable, but only to the extent Island’s negligence caused Hotchkiss’ injuries. RCW *755 4.24.115(2). We hold Island to the contract it negotiated with Moen.

RCW 4.24.115 presently states: A covenant, promise, agreement or understanding in, or in connection with or collateral to, a contract . . . relative to the construction ... of, any building . . . purporting to indemnify against liability for damages arising out of bodily injury to persons or damage to property: (1) Caused by or resulting from the sole negligence of the indemnitee, his agents or employees is against public policy and is void and unenforceable; (2) Caused by or resulting from the concurrent negligence of (a) the indemnitee or the indemnitee’s agents or employees, and (b) the indemnitor or the indemnitor’s agents or employees, is valid and enforceable only to the extent of the indemnitor’s negligence and only if the agreement specifically and expressly provides therefor, and may waive the indemnitor’s immunity under industrial insurance, Title 51 RCW, only if the agreement specifically and expressly provides therefor and the waiver was mutually negotiated by the parties. This subsection applies to agreements entered into after June 11, 1986.

SUBCONTRACTOR specifically and expressly waives any immunity that may be granted under the Washington State Industrial Act, Title 51, RCW. Further, the indemnification obligation under this Subcontract shall not be limited in any way by any limitation on the amount or type of damages, compensation, benefits payable to or by any third party under Worker's Compensation Acts, Disability Benefit Acts, or other employee benefits acts. SUBCONTRACTOR'S duty to defend, indemnify, and hold CONTRACTOR harmless as to all claims, demands, losses, and liabilities shall include CONTRACTOR'S personnel related costs, reasonable attorney fees, court costs, and all related expenses. *158 CONTRACTOR and SUBCONTRACTOR hereby certify that these indemnification provisions were mutually negotiated and agreed to by the parties.

We hold that an indemnity clause of this type is enforceable only if it clearly and specifically contains a waiver of the immunity of the workers' compensa *240 tion act, either by so stating or by specifically stating that the indemnitor assumes potential liability for actions brought by its own employees. The subcontract's clause does not meet this test.

Thus, indemnity provisions in effect waive the immunity of the Industrial Insurance Act. RCW 51.04.060, however, voids pro tanto any attempt by an employee or employer to exempt themselves from the benefits or burdens of the act. While RCW 51.04.060 appears absolute, we have allowed enforcement of a properly worded indemnity agreement. See Redford v. Seattle, 94 Wn.2d 198 , 615 P.2d 1285 (1980); see also Seattle-First Nat'l Bank v. Shoreline Concrete Co., 91 Wn.2d 230 , 588 P.2d 1308 (1978); Tucci & *239 Sons, Inc. v. Carl T. Madsen, Inc., 1 Wn. App. 1035 , 467 P.2d 386 (1970). However, we have stated that (1) such agreements are disfavored and (2) any intent to provide indemnification must be clearly expressed in the agreement. Glass v. Stahl Specialty Co., 97 Wn.2d 880, 886 , 652 P.2d 948 (1982). While this statement in Glass might be characterized as dicta because there was in fact no contractual indemnity agreement, it is a correct statement of our policy.

However, we cannot adopt Prime's construction of the effect of the incorporation clause. First, it would create a conflict between the subcontract and main contract because Ace would have to indemnify under one provision and not the other. By the terms of the subcontract, see footnote 1, in cases of conflict the subcontract controls and, therefore, Ace would not be bound to indemnify Prime. Second, the indemnification and incorporation provisions of the subcontract create a manifest ambiguity and such confusion must be construed against the drafter, Prime. Jones v. Strom Constr. Co., 84 Wn.2d 518, 520 , 527 P.2d 1115 (1974); accord, Dirk v. Amerco Mktg. Co., 88 Wn.2d 607 , 565 P.2d 90 (1977). Finally, even if not manifestly ambiguous, both subcontract provisions, read together, fail to clearly express an intent on the part of Ace to waive its immunity under the workers' compensation provisions of RCW Title 51.

The subcontractor agrees to indemnify and save harmless the contractor, its officers, agents and employees, from and against any and all suits, claims, actions, losses, costs, penalties, and damages of whatsoever kind or nature, including attorney fees, arising out of, in connection with, or incident to, the work of this subcontract, except that caused by the sole negligence of the contractor. In the event of litigation between the parties to enforce the rights under this paragraph, reasonable attorney fees shall be allowed to the prevailing party.

1 Clause A of the subcontract reads in pertinent part: "It is agreed that the subcontractor will assume toward the contractor all obligations and responsibilities which the contractor has assumed toward the owner under the main contract, and shall be entitled to all protection granted the contractor by the owner, under the main contract. In case of conflict between the terms of the obligation and the responsibilities of the parties of this subcontract and the main contract, this subcontract shall control."

The trial court denied Prime's motion for summary judgment, granted Ace's motion for summary judgment, and dismissed Prime's third party complaint with prejudice. We affirm.

When *242 clause A of the subcontract is read in conjunction with the main contract indemnification provisions the proper construction is that Ace must indemnify Prime under the main contract provisions if Prime had to indemnify the Owner for loss caused by reason of Ace's negligence or willful act. Plaintiff Brown never sued the Owner. Therefore, the main contract provision was never triggered and Prime is not entitled to indemnification under it.

No employer or worker shall exempt himself or herself from the burden or waive the benefits of this title by any contract, agreement, rule or regulation, and any such contract, agreement, rule or regulation shall be pro tanto void. [ 1977 ex.s. c 350 s 3; 1961 c 23 s 51.04.060. Prior: 1911 c 74 s 11; RRS s 7685.]

Any provision to limit or eliminate tort liability as a part of or in connection with any contract, covenant or agreement relating to the construction, alteration, repair or maintenance of a building, structure, or other work related to construction, including any moving, demolition or excavation, is against public policy and void.

895.447(2) (2) This section does not apply to any insurance contract or worker’s compensation plan. 895.447(3) (3) This section shall not apply to any provision of any contract, covenant or agreement entered into prior to July 1, 1978.

We conclude that Wis. Stat. § 895.447 does not void the subrogation waiver in Lester Buildings' contract because the waiver does not limit or eliminate tort liability. We also conclude that the subrogation waiver is not an unenforceable exculpatory contract contrary to public policy.

We first interpret Wis. Stat. § 895.447 to determine whether it voids the subrogation waiver. Statutory interpretation begins with the language of the statute and if the meaning is plain, the inquiry *423 ordinarily ends. State ex rel. Kalal v. Circuit Court for Dane Cty. , 2004 WI 58 , ¶45, 271 Wis. 2d 633 , 681 N.W.2d 110 . "A statute's purpose or scope may be readily apparent from its plain language or its relationship to surrounding or closely-related statutes-that is, from its context or the structure of the statute as a coherent whole.

The dispute lies in whether the subrogation waiver here limits or eliminates "tort liability" and is therefore void. Due to the absence of a statutory definition for the legal term "tort liability," we *185 look to Black's Law Dictionary for assistance. A "tort" is defined *424 as a "civil wrong ... for which a remedy may be obtained." Tort , Black's Law Dictionary 1717 (10th ed. 2014); see also Curda-Derickson v. Derickson , 2003 WI App 167 , ¶17, 266 Wis. 2d 453 , 668 N.W.2d 736 (citing to Black's Law Dictionary for the definition of tort). "Liability" is defined as "[t]he quality, state, or condition of being legally obligated or accountable; legal responsibility to another or to society, enforceable by civil remedy or criminal punishment." Liability , Black's Law Dictionary 1053 (10th ed. 2014). Taken together, "tort liability" is the legal obligation or responsibility to another resulting from a civil wrong or injury for which a remedy may be obtained.

The subrogation waiver does not limit or eliminate the legal responsibility of the Contractors to Herman for the collapse of Herman's barn. The Contractors and any other subcontractors or suppliers who constructed the barn are still liable to Herman for their negligent acts. 11 Instead, the subrogation waiver waives Herman's right to recover damages from the Contractors for their wrongful acts to the extent those damages are covered by a property insurance policy such as the one between Herman and Rural Mutual. Responsibility for payment of damages, the remedy for tort liability, has shifted from the Contractors to Rural Mutual.

Moreover, the remedy that may be obtained as a result of the Contractors' civil wrong is not limited because Herman may still recover damages that are not covered by its policy with Rural Mutual, including any deductibles applicable to its losses.

Only one case has applied the plain language of Wis. Stat. § 895.447 , Gerdmann , 119 Wis. 2d 367 , 350 N.W.2d 730 , and it supports our conclusion regarding the subrogation waiver at issue. In Gerdmann , the court of appeals held that an indemnity clause between Roen, a contractor, and Manitowoc, the property owner, was not void under Wis. Stat. § 895.49 , the statutory precursor to § 895.447. 16 Gerdmann , 119 Wis. 2d at 374 , 350 N.W.2d 730 . The *427 Gerdmann court reasoned that the indemnity agreement at issue "neither limits nor eliminates Manitowoc's tort liability to third parties [Gerdmann]. Rather, it makes Roen the insurer should damages result.

In Merten v. Nathan , 108 Wis. 2d 205 , 210, 321 N.W.2d 173 (1982), we defined an exculpatory contract as one which "relieve[s] a party from liability for harm caused by his or her own negligence.

The subrogation waiver in this case does not immunize the allegedly negligent parties from *430 liability or require the injured party to go uncompensated, and thus it is *188 not an unenforceable exculpatory contract contrary to public policy.