Indemnity and Liability Clause Pack - Alaska

INDEMNITY AND LIABILITY CLAUSE PACK — ALASKA

Jurisdiction: State of Alaska
Governing Law: Alaska Statutes; Alaska common law
Template Version: 2026-02-26

TABLE OF CONTENTS

• PART I: Legal Framework
• PART II: Corporate Indemnification Clauses
• PART III: Contractual Indemnity Clause Pack
• PART IV: Limitation of Liability Clauses
• PART V: Anti-Indemnity Considerations
• PART VI: Insurance Requirements
• PART VII: Alaska-Specific Practice Notes
• Sources and References

PART I: LEGAL FRAMEWORK

1.1 Alaska Corporate Indemnification Statute

Alaska corporate indemnification is governed by AS 10.06.490, the sole comprehensive indemnification provision in the Alaska Corporations Code. Unlike states that follow the Revised Model Business Corporation Act with multiple discrete sections, Alaska consolidates its indemnification rules into a single statute that addresses permissive indemnification, mandatory indemnification, limitations, and insurance.

Key features of AS 10.06.490:

• Permissive indemnification (third-party actions): A corporation may indemnify any person who was or is a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent, against expenses, attorney fees, judgments, fines, and amounts paid in settlement, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

• Permissive indemnification (derivative actions): A corporation may indemnify persons in actions by or in the right of the corporation against expenses and attorney fees actually and reasonably incurred if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made if the person has been adjudged liable for negligence or misconduct in the performance of duty to the corporation, unless the court determines that despite the adjudication of liability the person is fairly and reasonably entitled to indemnity for expenses.

• Mandatory indemnification: To the extent that a director, officer, employee, or agent has been successful on the merits or otherwise in defense of any action or proceeding, the person shall be indemnified against expenses and attorney fees actually and reasonably incurred.

• Insurance authorization: A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent against any liability asserted against the person, whether or not the corporation would have the power to indemnify the person under this section.

1.2 Common Law Indemnity in Alaska

Alaska courts recognize implied indemnity under common law where: (a) one party is vicariously liable for the acts of another; (b) an indemnitor has breached a duty owed to the indemnitee; or (c) equitable considerations support shifting the loss. Alaska follows a pure comparative fault system under AS 09.17.060, which affects indemnity obligations by requiring allocation of fault among all parties.

1.3 Contractual Indemnity Under Alaska Law

Alaska courts enforce contractual indemnity agreements, including agreements to indemnify for the indemnitee's own negligence, provided the agreement is clear and unambiguous. The Alaska Supreme Court has held that indemnity agreements are enforceable when the intent to indemnify is expressed in clear and unequivocal terms. However, provisions purporting to indemnify for the indemnitee's sole negligence in construction contracts are void under AS 45.45.900.

PART II: CORPORATE INDEMNIFICATION CLAUSES

2.1 Mandatory Indemnification Provision

CLAUSE 2.1 — MANDATORY INDEMNIFICATION

The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by AS 10.06.490, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

Mandatory Component: To the extent that a director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue, or matter therein, such person shall be indemnified by the Corporation against expenses (including attorney fees) actually and reasonably incurred by such person in connection therewith, without the necessity of any determination as to the applicable standard of conduct.

2.2 Permissive Indemnification Resolution

CLAUSE 2.2 — BOARD RESOLUTION FOR PERMISSIVE INDEMNIFICATION

RESOLVED, that the Corporation may indemnify [________________________________] ("Indemnitee") against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with [________________________________] (the "Proceeding"), subject to the following conditions:

(a) The Board of Directors has determined, by a majority vote of a quorum consisting of directors who are not parties to the Proceeding, that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation;

(b) With respect to any criminal Proceeding, the Board has determined that Indemnitee had no reasonable cause to believe Indemnitee's conduct was unlawful;

(c) With respect to any action by or in the right of the Corporation, indemnification shall be limited to expenses and attorney fees actually and reasonably incurred, and no indemnification shall be made with respect to any claim, issue, or matter as to which Indemnitee has been adjudged to be liable for negligence or misconduct in the performance of duty to the Corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that Indemnitee is fairly and reasonably entitled to indemnity for expenses.

2.3 Advancement of Expenses

CLAUSE 2.3 — ADVANCEMENT OF EXPENSES

The Corporation shall pay expenses (including attorney fees) incurred by an Indemnitee in defending any civil, criminal, administrative, or investigative action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation under AS 10.06.490 or otherwise.

The undertaking required by this Section:

(a) Shall be an unlimited general obligation of the Indemnitee but need not be secured;

(b) Shall be accepted without reference to the financial ability of the Indemnitee to make repayment; and

(c) May be executed by the Indemnitee individually or jointly with other parties.

2.4 Directors and Officers Insurance

CLAUSE 2.4 — D&O INSURANCE AUTHORIZATION

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under AS 10.06.490 or any other provision of law.

Minimum Coverage Parameters:

☐ Each-occurrence limit: $[________________________________]

☐ Annual aggregate limit: $[________________________________]

☐ Retention/deductible: $[________________________________]

☐ Policy form: ☐ Claims-made ☐ Occurrence

☐ Tail coverage period (if claims-made): [____] years

PART III: CONTRACTUAL INDEMNITY CLAUSE PACK

3.1 Mutual Indemnification (Balanced)

CLAUSE 3.1 — MUTUAL INDEMNIFICATION

Each party (when acting as the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable attorney fees and court costs) (collectively, "Losses") arising out of or relating to:

(a) Any material breach of any representation, warranty, or obligation of the Indemnifying Party under this Agreement;

(b) The gross negligence or willful misconduct of the Indemnifying Party or its officers, directors, employees, agents, or subcontractors;

(c) Any infringement or misappropriation of any third-party intellectual property right by the Indemnifying Party's materials, products, or services provided under this Agreement; or

(d) Any violation of applicable law by the Indemnifying Party in the performance of its obligations under this Agreement,

in each case, except to the extent such Losses arise from the negligence or willful misconduct of the Indemnified Parties or from the Indemnified Parties' breach of this Agreement.

Alaska Practice Note: Under Alaska's comparative fault system (AS 09.17.060), fault is allocated among all parties. This mutual indemnification clause limits indemnification to the extent the Losses are caused by the Indemnifying Party, consistent with Alaska law.

3.2 One-Way Indemnification (Provider to Customer)

CLAUSE 3.2 — PROVIDER INDEMNIFICATION OF CUSTOMER

Provider shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, successors, and permitted assigns from and against any and all Losses arising out of or relating to:

(a) Any third-party claim alleging that Customer's authorized use of Provider's products or services infringes, misappropriates, or otherwise violates any patent, copyright, trademark, trade secret, or other intellectual property right of a third party;

(b) Provider's material breach of any representation, warranty, or obligation under this Agreement;

(c) The gross negligence or willful misconduct of Provider, its employees, agents, or subcontractors; or

(d) Provider's violation of applicable law.

Exclusions from Provider's Indemnification Obligation:

Provider's obligations under this Section shall not apply to claims arising from: (i) modifications to Provider's products or services made by Customer without Provider's written approval; (ii) use of Provider's products or services in combination with third-party products, services, or materials not supplied or approved by Provider; (iii) Customer's use of Provider's products or services in violation of this Agreement or applicable law; or (iv) Customer's continued use of Provider's products or services after being notified of the alleged infringement and provided a non-infringing alternative.

Mitigation Remedies: If any product or service becomes, or in Provider's reasonable opinion is likely to become, the subject of an infringement claim, Provider may, at its sole option and expense: (1) procure for Customer the right to continue using the affected product or service; (2) replace or modify the affected product or service to make it non-infringing without material degradation in functionality; or (3) if neither (1) nor (2) is commercially practicable, terminate the affected product or service and refund to Customer any prepaid, unused fees for the terminated product or service.

3.3 Customer Indemnification (Customer to Provider)

CLAUSE 3.3 — CUSTOMER INDEMNIFICATION OF PROVIDER

Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, successors, and permitted assigns from and against any and all Losses arising out of or relating to:

(a) Any third-party claim arising from Customer Data, including but not limited to claims of defamation, invasion of privacy, or infringement of intellectual property rights;

(b) Customer's use of Provider's products or services in violation of applicable law or this Agreement;

(c) Customer's use of Provider's products or services in combination with third-party systems, products, or materials not supplied or approved by Provider, to the extent such combination gives rise to the claim; or

(d) Customer's gross negligence or willful misconduct.

3.4 Third-Party Claims Procedure

CLAUSE 3.4 — THIRD-PARTY CLAIMS PROCEDURE

(a) Notice. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any third-party claim for which indemnification is sought (a "Claim Notice"). The Claim Notice shall describe the claim in reasonable detail and include copies of any relevant pleadings, correspondence, or other documents. The failure to provide prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such failure.

(b) Defense. The Indemnifying Party shall have the right, at its sole cost and expense, to assume and control the defense of any claim for which it is obligated to provide indemnification, using counsel of its own choosing reasonably acceptable to the Indemnified Party. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its counsel in the defense of such claim, at the Indemnifying Party's expense.

(c) Participation. The Indemnified Party may participate in the defense of any claim with its own counsel and at its own expense; provided, however, that if the Indemnifying Party fails to assume the defense within [____] business days after receiving the Claim Notice, or if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both parties, the Indemnified Party may assume the defense at the Indemnifying Party's expense.

(d) Settlement. The Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent (not to be unreasonably withheld, conditioned, or delayed) if the settlement: (i) imposes any non-monetary obligation on, or requires any admission of liability by, the Indemnified Party; (ii) does not include a complete and unconditional release of the Indemnified Party from all liability with respect to the claim; or (iii) involves the payment of money for which the Indemnified Party will not be fully indemnified.

(e) Cooperation. The Indemnified Party shall make available to the Indemnifying Party all relevant records, documents, and information in its possession or control, and shall provide reasonable assistance and cooperation, at the Indemnifying Party's expense.

3.5 Direct Claims Between Parties

CLAUSE 3.5 — DIRECT CLAIMS PROCEDURE

(a) Notice. In the event of a direct claim (i.e., a claim not involving a third-party action), the Indemnified Party shall deliver a written notice to the Indemnifying Party specifying: (i) the nature of the claim in reasonable detail; (ii) the specific provisions of this Agreement alleged to have been breached; and (iii) the estimated amount of Losses incurred or expected to be incurred.

(b) Response. The Indemnifying Party shall respond to the direct claim notice within [____] business days, either accepting the claim (in whole or in part), rejecting the claim, or requesting additional information.

(c) Resolution. If the parties cannot resolve the direct claim within [____] business days after the Indemnifying Party's response, either party may pursue resolution through the dispute resolution mechanisms set forth in this Agreement.

PART IV: LIMITATION OF LIABILITY CLAUSES

4.1 Consequential Damages Exclusion

CLAUSE 4.1 — EXCLUSION OF CONSEQUENTIAL DAMAGES

EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 4.3 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SIMILAR DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Alaska Practice Note: Alaska courts generally enforce consequential damages waivers in commercial contracts between sophisticated parties negotiating at arm's length. However, Alaska follows the UCC (AS 45.02.719) which provides that limitation of consequential damages for personal injury in consumer goods contracts is prima facie unconscionable.

4.2 Cap on Aggregate Liability

CLAUSE 4.2 — AGGREGATE LIABILITY CAP

EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 4.3 BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED:

☐ Option A (Fee-Based Cap): The aggregate amount of fees actually paid or payable by Customer to Provider during the [____]-month period immediately preceding the first event giving rise to such liability.

☐ Option B (Fixed-Dollar Cap): $[________________________________].

☐ Option C (Greater-Of Cap): The greater of (i) the aggregate amount of fees actually paid or payable by Customer to Provider during the [____]-month period immediately preceding the first event giving rise to such liability, or (ii) $[________________________________].

4.3 Carve-Outs from Liability Limitations

CLAUSE 4.3 — EXCLUDED CLAIMS

The limitations of liability set forth in Sections 4.1 and 4.2 shall not apply to (collectively, "Excluded Claims"):

(a) Either party's indemnification obligations for third-party intellectual property infringement claims under Section 3.2 or Section 3.3;

(b) Either party's liability arising from gross negligence or willful misconduct;

(c) Either party's liability arising from a breach of its confidentiality obligations under this Agreement;

(d) Either party's liability arising from a data breach caused by such party's failure to maintain agreed-upon security controls;

(e) Customer's obligation to pay fees due and payable under this Agreement;

(f) Either party's liability arising from its violation of applicable law; and

(g) Either party's liability arising from bodily injury, death, or damage to tangible property caused by its negligence or willful misconduct.

Optional Supercap for Excluded Claims:

☐ Notwithstanding the foregoing, each party's total cumulative liability for Excluded Claims shall not exceed [____] times the liability cap set forth in Section 4.2 (or $[________________________________], whichever is greater).

4.4 Enforceability Under Alaska Law

CLAUSE 4.4 — ENFORCEABILITY SAVINGS PROVISION

The parties acknowledge that the limitations of liability and exclusions of damages set forth in this Agreement reflect a fair and reasonable allocation of risk between the parties, considering the nature of the products and services provided, the fees charged, and the availability of insurance. If any limitation or exclusion is found to be unenforceable under Alaska law, such limitation or exclusion shall be reformed to the minimum extent necessary to make it enforceable, and the remaining limitations and exclusions shall remain in full force and effect.

Alaska Enforceability Note: Alaska courts will generally enforce contractual limitation of liability provisions in commercial agreements between sophisticated parties, provided they are not unconscionable under the circumstances. Limitations of liability for willful misconduct, fraud, or intentional torts may be void as against public policy. Under AS 45.02.719(3), limitation of consequential damages for personal injury in consumer goods cases is prima facie unconscionable.

PART V: ANTI-INDEMNITY CONSIDERATIONS

5.1 Alaska Construction Anti-Indemnity Statute (AS 45.45.900)

Alaska Statutes section 45.45.900 provides that a provision in a construction contract that purports to indemnify the promisee against liability for damages arising from the sole negligence or willful misconduct of the promisee, its agents, servants, or independent contractors who are directly responsible to the promisee, is against public policy and is void and unenforceable.

Key characteristics of AS 45.45.900:

• Scope: Applies to provisions contained in, collateral to, or affecting a "construction contract."
• Standard: Voids provisions indemnifying for the indemnitee's sole negligence or willful misconduct only. Partial or comparative fault indemnification remains enforceable.
• Covered damages: Death or bodily injury to persons; injury to property; design defects; other loss, damage, or expense arising under the foregoing.
• Exceptions: Does not affect the validity of an insurance contract, workers' compensation, or agreement issued by an insurer subject to AS 21. Does not affect indemnification provisions regarding the handling, containment, or cleanup of oil or hazardous substances under AS 46.
• Limitation of liability provisions: The Alaska Supreme Court has held (Dillingham v. CH2M Hill Northwest, 873 P.2d 1271 (Alaska 1994)) that AS 45.45.900 also applies to limitation of liability provisions in construction contracts that effectively shift risk of the indemnitee's sole negligence.

5.2 Construction Contract Indemnity Clause (AS 45.45.900-Compliant)

CLAUSE 5.2 — CONSTRUCTION INDEMNITY (COMPLIANT WITH AS 45.45.900)

To the maximum extent permitted by AS 45.45.900, Contractor shall indemnify, defend, and hold harmless Owner and its officers, directors, employees, and agents from and against any and all Losses arising out of or relating to:

(a) Bodily injury (including death) to any person;

(b) Damage to property (including loss of use thereof); or

(c) Any other loss, damage, or expense,

caused by or arising out of the negligent acts, errors, or omissions of Contractor, its subcontractors, agents, or employees in the performance of the Work, but only to the extent caused in whole or in part by the negligent acts, errors, or omissions of Contractor, its subcontractors, agents, or employees, and not to the extent caused by the sole negligence or willful misconduct of Owner.

IMPORTANT: This clause expressly excludes indemnification for the sole negligence or willful misconduct of the indemnitee, as required by AS 45.45.900. Any broader indemnification is void and unenforceable.

5.3 Oil and Hazardous Substance Exception

CLAUSE 5.3 — ENVIRONMENTAL INDEMNIFICATION

Notwithstanding any other provision of this Agreement, [________________________________] ("Indemnitor") shall indemnify, defend, and hold harmless [________________________________] ("Indemnitee") from and against any and all Losses arising out of or relating to the handling, containment, cleanup, removal, or remediation of oil or hazardous substances as defined in AS 46, to the extent caused by the acts or omissions of Indemnitor, its subcontractors, agents, or employees.

Note: The AS 45.45.900 construction anti-indemnity statute does not apply to indemnification provisions regarding the handling, containment, or cleanup of oil or hazardous substances.

PART VI: INSURANCE REQUIREMENTS

6.1 General Insurance Requirements

CLAUSE 6.1 — INSURANCE REQUIREMENTS

[________________________________] ("Insured Party") shall, at its sole cost and expense, obtain and maintain throughout the term of this Agreement, and for a period of [____] years thereafter, the following insurance coverages with carriers rated no less than "A-" (VII) by A.M. Best Company:

(a) Commercial General Liability Insurance:

☐ Each-occurrence limit: $[________________________________]

☐ General aggregate limit: $[________________________________]

☐ Products-completed operations aggregate: $[________________________________]

☐ Personal and advertising injury: $[________________________________]

Coverage shall include premises-operations, products-completed operations, contractual liability (including coverage for the indemnification obligations assumed under this Agreement), broad form property damage, and independent contractors.

(b) Professional Liability (Errors and Omissions) Insurance:

☐ Each-claim limit: $[________________________________]

☐ Annual aggregate limit: $[________________________________]

☐ Retroactive date: No later than [__/__/____]

(c) Workers' Compensation and Employers' Liability Insurance:

☐ Workers' Compensation: Statutory limits as required by the Alaska Workers' Compensation Act (AS 23.30)

☐ Employers' Liability:
- Each accident: $[________________________________]
- Disease — policy limit: $[________________________________]
- Disease — each employee: $[________________________________]

(d) Commercial Automobile Liability Insurance:

☐ Combined single limit: $[________________________________]

Coverage shall include owned, hired, and non-owned vehicles.

(e) Umbrella/Excess Liability Insurance:

☐ Each-occurrence limit: $[________________________________]

☐ Annual aggregate limit: $[________________________________]

6.2 Additional Insured Requirements

CLAUSE 6.2 — ADDITIONAL INSURED

[________________________________] ("Additional Insured") shall be named as an additional insured on all commercial general liability, commercial automobile liability, and umbrella/excess liability insurance policies maintained by [________________________________] ("Named Insured") under this Agreement, using ISO Additional Insured endorsement CG 20 10 (or equivalent) for ongoing operations and CG 20 37 (or equivalent) for completed operations.

The additional insured coverage shall:

(a) Be primary and non-contributory with respect to any other insurance or self-insurance maintained by the Additional Insured;

(b) Apply on a per-project basis, where applicable;

(c) Include a waiver of subrogation in favor of the Additional Insured; and

(d) Not be limited by any limitation of liability set forth in this Agreement.

6.3 Waiver of Subrogation

CLAUSE 6.3 — WAIVER OF SUBROGATION

Each party shall cause its insurers to waive all rights of subrogation against the other party and its officers, directors, employees, and agents with respect to any claims covered by the insurance policies required under this Agreement. Each party shall obtain from its insurers written endorsements confirming such waiver of subrogation.

6.4 Certificates of Insurance

CLAUSE 6.4 — CERTIFICATES AND EVIDENCE OF INSURANCE

[________________________________] shall deliver to [________________________________] certificates of insurance evidencing all required coverages prior to the commencement of any work or services under this Agreement, and annually thereafter upon renewal. Certificates shall:

(a) Identify the named insured, policy numbers, policy periods, and coverage limits;

(b) Confirm additional insured status, waiver of subrogation, and primary/non-contributory status;

(c) Provide that the insurer shall endeavor to provide [____] days' prior written notice to the certificate holder of any cancellation, non-renewal, or material change in coverage; and

(d) Be accompanied by copies of all required endorsements upon request.

PART VII: ALASKA-SPECIFIC PRACTICE NOTES

7.1 Comparative Fault System

Alaska follows a pure comparative fault system under AS 09.17.060. Under this system, a party's damages are reduced in proportion to the percentage of fault attributable to that party. A plaintiff may recover even if the plaintiff's fault exceeds that of the defendant, subject to the proportionate reduction. This affects indemnity clauses because:

• Courts may interpret indemnification obligations in light of comparative fault allocation.
• "To the extent caused by" language in indemnity clauses aligns with Alaska's comparative fault framework.
• Broad indemnification clauses may be interpreted narrowly to avoid results inconsistent with comparative fault principles.

7.2 Joint and Several Liability

Under AS 09.17.080, joint and several liability in Alaska is limited. Each defendant is liable only for the percentage of damages equal to that defendant's percentage of fault, except where the defendant's percentage of fault is 50 percent or greater, in which case the defendant is jointly and severally liable for all economic damages. This allocation framework may interact with contractual indemnification obligations.

7.3 Statute of Limitations Considerations

• Contract claims: Six (6) years (AS 09.10.053)
• Tort claims: Two (2) years (AS 09.10.070)
• Construction defect claims: Subject to the statute of repose provisions in AS 09.10.055 (ten years from substantial completion)
• Contractual indemnification obligations should specify the survival period to avoid ambiguity.

7.4 Jury Waiver Enforceability

Alaska courts have not definitively ruled on the enforceability of pre-dispute jury waiver provisions in commercial contracts. Practitioners should be aware that jury waivers may be subject to challenge on unconscionability or public policy grounds. Consider the following:

☐ Include a mutual jury waiver provision with conspicuous placement and clear language
☐ Alternatively, include a mandatory arbitration provision under the Alaska Uniform Arbitration Act (AS 09.43)

7.5 Drafting Checklist

☐ Verify that all indemnification provisions comply with AS 45.45.900 if the underlying agreement is a construction contract

☐ Confirm that mutual indemnification provisions include comparative fault language consistent with AS 09.17.060

☐ Ensure that liability caps and consequential damages waivers are appropriately tailored to the deal size and risk profile

☐ Verify insurance requirements meet Alaska-specific minimums (including Alaska Workers' Compensation under AS 23.30)

☐ Confirm that D&O indemnification provisions are consistent with AS 10.06.490

☐ Review anti-indemnity restrictions for oil, gas, and mining operations, as applicable

☐ Include appropriate survival provisions for post-termination indemnification obligations

☐ Verify that advancement of expenses provisions include the required undertaking to repay

☐ Consider whether to include a supercap for data breach or security incidents

☐ Ensure all optional provisions are appropriately selected and all bracketed fields are completed

SOURCES AND REFERENCES

1. AS 10.06.490 — Alaska Corporations Code, Indemnification of Officers, Directors, Employees, and Agents; Insurance
   - https://law.justia.com/codes/alaska/title-10/chapter-06/article-6/section-10-06-490/

2. AS 45.45.900 — Trade Practices, Indemnification Agreements Against Public Policy (Construction Anti-Indemnity)
   - https://law.justia.com/codes/alaska/title-45/chapter-45/article-13/section-45-45-900/

3. AS 09.17.060 — Comparative Fault
   - https://law.justia.com/codes/alaska/title-09/chapter-17/

4. AS 09.17.080 — Joint and Several Liability
   - https://law.justia.com/codes/alaska/title-09/chapter-17/

5. AS 09.10.053 — Statute of Limitations (Contracts)
   - https://law.justia.com/codes/alaska/title-09/chapter-10/

6. AS 23.30 — Alaska Workers' Compensation Act
   - https://law.justia.com/codes/alaska/title-23/chapter-30/

7. Dillingham v. CH2M Hill Northwest, 873 P.2d 1271 (Alaska 1994) — AS 45.45.900 applies to limitation of liability provisions in construction contracts

This clause pack is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in Alaska before use. Laws change frequently; all citations should be verified against current statutes before relying on this document.

Prepared for use on the ezel.ai platform. For solo practitioners licensed in Alaska.