By Patrick Turcotte, COO, Docutrax. Last reviewed: 27 October 2026.

CG 21 39 and CG 24 26 are ISO endorsements that change the "insured contract" definition in a commercial general liability policy. CG 21 39 deletes the part of the definition that covers indemnity promised in ordinary business contracts. CG 24 26 keeps it, but only where the named insured, or those acting on its behalf, caused the injury in whole or in part.

Both endorsements leave the indemnity clause in your contract exactly as written. What they change is whether the third party's policy responds when that clause is triggered. An indemnity promise without insurance behind it is only as strong as the balance sheet of the party that made it.

The insured contract exception is what makes indemnity insurable

The standard CGL form, CG 00 01 04 13, excludes bodily injury and property damage the insured must pay because it assumed liability in a contract. It then gives two exceptions. The first covers liability "that the insured would have in the absence of the contract or agreement." The second covers liability "assumed in a contract or agreement that is an 'insured contract'," provided the injury or damage occurs after the contract is executed.

The second exception does the work for indemnity. Paragraph f of the insured contract definition reaches any contract pertaining to the named insured's business under which it assumes another party's tort liability for injury or damage to a third person. The form defines tort liability as "a liability that would be imposed by law in the absence of any contract or agreement."

Two other parts of the policy lean on the same definition. The employer's liability exclusion does not apply to "liability assumed by the insured under an 'insured contract'," which is what keeps an action over indemnity claim for an injured employee within coverage. And the policy's arrangements for defending an indemnitee, including treating the indemnitee's reasonable attorneys' fees as damages, depend on the liability having been assumed in an insured contract. That is necessary and not sufficient: the defense-of-indemnitee provision carries six conditions and all of them have to be met.

Change paragraph f and all three move together.

What CG 21 39 does

The Contractual Liability Limitation endorsement, CG 21 39 10 93, replaces the insured contract definition with a short list: a lease of premises, a sidetrack agreement, an easement or license agreement, an indemnity of a municipality required by ordinance, and an elevator maintenance agreement. Paragraph f is not on the list. The endorsement modifies both the commercial general liability and the products and completed operations coverage parts.

So a subcontract, a vendor agreement, a service contract or a lease of equipment is no longer an insured contract. The indemnity obligation in that agreement is still enforceable against the third party, subject to state law. The third party's CGL simply no longer answers for it. As Neil Posner of Much Shelist puts it, the endorsement "alters the definition of 'insured contract' by deleting part 'f' from it."

For construction work the effect reaches further than most people expect. Gary Grindle of Amwins writes that without paragraph f, "There would be no coverage for liability assumed in a construction agreement including for 'Action Over' type claims." Those are the claims where a third party's own employee is injured, sues the upstream party, and the upstream party tenders back under the indemnity clause.

What CG 24 26 does

The Amendment of Insured Contract Definition endorsement, CG 24 26 04 13, also replaces the definition, but it keeps paragraph f and adds a condition to it. The assumed liability is covered only where the bodily injury or property damage is "caused, in whole or in part, by you or by those acting on your behalf." "You" is the named insured, meaning the third party that made the indemnity promise.

Read that condition carefully in both directions.

It does not limit coverage to shared fault. Where the third party, or someone acting on its behalf, caused the loss entirely or partly, the assumed liability can still fall within the insured contract definition.

What it removes is the case where the third party bore no fault at all. If an indemnity clause is written broadly enough to reach a loss caused solely by the upstream party, the third party may still owe that indemnity under the contract where state law allows it. Its CGL no longer treats that part as an insured contract. The endorsement adds a second limit too: such a contract is an insured contract only "to the extent your assumption of the tort liability is permitted by law."

IRMI records that the endorsement was "Introduced in 2004," with the intent of causing "the policy's contractual liability coverage to match more closely the protection provided under the 2004 additional insured endorsements." Those endorsements had moved to the same "caused, in whole or in part, by" trigger, so the two risk transfer tools were pulled into line with each other.

The two endorsements side by side

Two notes on the third row. It assumes the indemnity clause is drafted to reach a loss the third party did not cause, and that state law lets it. And under CG 24 26 the insured contract reaches only so far as the assumption of tort liability is permitted by law, which is a second filter on top of the fault condition.

In every column the contract language is the same. Only the insurance behind it changes.

Other names, same effect

Neither endorsement always arrives under its ISO number. Grindle notes that "Carriers may utilize proprietary forms with various titles that do much the same thing, making careful review imperative." A manuscript amendment to the insured contract definition, a contractual liability limitation with carrier specific wording, or a broadened employee injury exclusion can each reach a similar result without ever mentioning CG 21 39 or CG 24 26.

That is why a search for two form numbers is not a review. What you are looking for on the endorsement schedule is anything that touches the insured contract definition or the exceptions that depend on it, whatever it is called. A line reading "Amendment of Definitions" or "Contractual Liability Amendment" tells you nothing until you read the form.

Christopher Boggs put the CG 21 39 result plainly in 2009: "NO OTHER CONTRACTS are covered as 'insured contracts' when the Contractual Liability Limitation (CG 21 39) is attached." The same test applies to any carrier form that works the same way.

What these endorsements do not remove

Neither endorsement touches the first exception to the contractual liability exclusion. Liability the third party would have in the absence of any contract, such as its own liability to an injured person, stays within the policy's ordinary terms.

Neither endorsement changes additional insured status either. Indemnity and additional insured coverage are separate risk transfer mechanisms. An additional insured endorsement gives the upstream party its own rights under the third party's policy, on that endorsement's terms. Losing insured contract coverage does not remove those rights, and having those rights does not fund the indemnity promise. Ask for both and check both.

And neither endorsement makes the indemnity clause unenforceable. Enforceability is a question of the contract and state law, which varies considerably, particularly for clauses that reach the upstream party's own negligence.

Where these endorsements show up in a review

A certificate of insurance does not reproduce endorsement language. It is not a reliable way to tell whether CG 21 39, CG 24 26 or a carrier equivalent is attached, and a certificate silent on them does not mean they are absent. Where scope, jurisdiction, completed operations exposure or potential liability warrants closer scrutiny, the endorsement schedule and the policy are what settle the question.

Three things to check.

The contract. Posner recommends stating in the insurance requirements that "any form of a Contractual Liability Limitation Endorsement will not be accepted." Whether and how to do that is a decision for your organization and its counsel.

The endorsement schedule. Look for CG 21 39, CG 24 26, and any carrier form that amends the insured contract definition or the employer's liability exclusion. If you find one, ask for the form itself rather than the schedule line.

The fit between the two. A CG 24 26 may matter little where state law or your contract already limits indemnity to the third party's own fault. It matters a great deal where the clause is written to reach more. Which means the endorsement you can live with depends on a clause your legal team drafted, and the two questions have to be looked at together.

Where Docutrax fits

Docutrax surfaces these endorsements during review. Licensed property and casualty professionals read the endorsement schedule against what the contract requires, with CRIS-certified Account Managers on construction risk work, and document what the policy says rather than what the certificate reports. Where the two do not match, the team coordinates resolution with the third party and their broker or agent.

You decide what to accept.