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Indemnity clause due to its importance and being applicable in industrial contracts, in specially oil and gas contracts have a significant role.  According to researches, this clause was firstly incorporated in English marine merchant transportation contracts, which has been gradually recognized in England legal system and courts and other countries; legal systems. Because there is no adequate researche about the comparison of indemnity clause features in Common Law and Civil Law, specially Iran law (or Islamic law), it was necessary to study about.
Contractual terms do not always doesn’t explicitly imply an obligation to-the contract party, so there are some terms implying the discharge of-liability from one party and increasing the other party’s liabilities, the clause which is named indemnity clause, has created some disputes about this scope in judicial decisions. Because of this, negotiations on indemnity clause is so time consuming and controversial.

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In the legal systems of Iran and United States, the indemnity clauses against third parties are used in order to manage risks related to the contract, and in the assumption of damage to the third party and Filing a claim for damages on his part, these clauses change the rights and duties of the parties to the contract. Since the determination of the scope, nature and effects of the indemnity clause largely depends on the agreement of the parties and the way the clause is set, the parties' understanding of the concept of this clause has a significant effect on determining the nature, effects and ultimately enforceability of this clause in judicial authorities. In this analytical and comparative research, while examining the concept of the indemnity clause against third parties, we try to deal with the nature, effects and the methods of execution of this clause in private contracts in Iran and United States’ legal systems. According to the terms of the indemnity clause, one of the parties of the contractual relationship or both of them can accept the risk of final responsibility for the loss and damages imposed on the other party due to third party claims and the indemnifier's obligation is commitment to results. Although the indemnity clauses against third parties are valid between the parties, but , in order of protect the rights of third parties, they are non-opposabillity against them.