Guides / Reading tenders / Indemnity

Indemnity

Uncapped liability is the job, not a footnote you will remember later.


If your professional indemnity or public liability insurance does not respond to a contract's indemnity clause as written, your balance sheet becomes the insurer. An uncapped indemnity or uncapped consequential loss clause is a hard stop on the risk axis. Part of our guide on how to read a 400-page tender in a day; see also the indemnity glossary entry and our fifteen contract red flags.

Published: 2 September 2026 · By Andre · Reviewed by Bill · selrob

Takeaways

  • Read the clause as written, not as you hope to negotiate it.
  • If insurance does not respond, you are the insurer.
  • Unread is a review at best. A draft while unread is a zombie.
  • Size the downside against the firm, not the fee.

What is an indemnity in a tender?

A promise to make the other party whole for named losses. It sits next to liability caps, consequential loss, and the insurance schedule. Together they decide what you carry if you win. A pretty methodology will not move any of them.

Public packs often use a standard form the buyer will not rewrite. Private packs hide the same exposure in a shorter PDF. In both cases the bid/no-bid is whether the firm can carry the clause today, not whether a lawyer might chip it in month two.

When is unlimited a no-bid?

When the cap is missing, or sits above what insurance will meet, or the indemnity outruns both. Question 9 and 11 on the scorecard exist for this. A ninety on strategy with a twenty on risk is a no-bid. The axes are not averaged.

Unlimited consequential loss is the quiet sibling. Indirect, economic, loss of profit: numbers that do not sit in a simple cap. If the definition section moves the cap, believe the definition. Models miss this. So do tired readers who started at page one.

What does insurance have to do with the call?

The schedule has to respond to the clause as written. A certificate that covers “professional indemnity” does not automatically cover an unlimited contractual indemnity. If you have not checked, this question is a no, which makes risk a review at best.

Parent guarantees pull the exposure up the group. If the parent will not sign, or the cap is the group’s bad year, stop before the bidding entity looks cheap. That flag is on the list of fifteen for a reason.

What should the room do today?

Name the clause. Owner, date, what cleared looks like. Send legal the clause, not the pack with “have a look.” If it cannot be cleared in the window, it is a no-bid. Starting the response while it is unread is how a zombie puts on a better suit.

This is not legal advice. It is a filter so the bid/no-bid has a fact on the risk axis. Payment terms that bank the client are the neighbouring read: cash-flow risk in the schedule.

Keep reading

Elsewhere in this guide.

Questions

Worth answering before you close the tab.

What is an indemnity cap in a tender?

A ceiling on the promise to make the other party whole. Missing, or above insurance, and risk cannot pass until legal has said it can.

Is unlimited liability always a no-bid?

It is a risk fail until the firm can carry it and insurance responds. Unread, it is a review at best.

Is this legal advice?

No. It is a bid/no-bid filter. The clause that would change the call belongs on a named ticket with a date.

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