Indemnity clause
An indemnity clause says one party will pay for the other's losses and legal costs if a claim arises. In many rate cons it runs one way: the carrier indemnifies the broker, but not the other way around.
What indemnity means in practice
"Carrier shall indemnify and hold broker harmless from any and all claims" means that if someone sues the broker over this load, the broker can ask you to pay its defense and any judgment. That's broad: "any and all claims" can include claims that are partly the broker's own fault, such as a bad pickup address, wrong load information, or a broker employee's instruction.
Indemnity is different from insurance. Your liability policy covers your own liability to others under its terms; whether it also covers a promise to indemnify someone else depends on the policy wording. Ask your insurance agent whether "contractual liability" is covered.
One-way versus mutual
One-way: only the carrier promises to indemnify. Mutual: each party indemnifies the other for losses caused by its own negligence or breach. A common mutual pattern reads: "Each party shall indemnify the other to the extent of its own negligence or breach of this agreement." That splits risk by fault instead of by who drafted the contract.
Wording to look for
- "Any and all claims ... arising out of or related to": very broad scope.
- "Regardless of fault" or "including broker's negligence": you'd pay even for the broker's mistakes.
- "Defend": a duty to pay lawyers from day one, not just to reimburse at the end.
- "To the extent caused by": limits indemnity to your share of fault. That's the language you want.
What the Rate Con Checker flags
If the text mentions indemnity ("indemnify", "indemnification"), the checker looks for signs of mutuality anywhere in the text: "mutual", "each party", "both parties" or "the parties shall". If it finds one, indemnity is marked OK; if not, it's a flag: indemnity appears one-way. No indemnity language at all is a note.
This is a rough test. "Each party" elsewhere in the document can make a one-way clause look mutual, and a clause can be mutual in substance without those words. Read the clause itself.
What to ask for
Please make the indemnity mutual.
If the broker says the clause is in its master broker-carrier agreement and can't change per load, ask for a copy of that agreement and read it before the first load, not after a claim.