Indemnification Agreement Template | Awesome Sign

Indemnification Agreement Template

An indemnity agreement is a document that affirms that someone is to be held harmless from liability in a particular situation. It is also known as a hold harmless agreement, waiver of liability, release of liability, or no-fault agreement, safeguards the indemnified party against loss or damages associated with a third-party business arrangement.

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What is indemnification?

When two or more parties agree, it's not uncommon for one or more of those parties to want some sort of assurance that they will not be held liable for any damages or losses that the other party may incur. This is where indemnification comes in. Indemnification is a clause in an agreement that offers protection to one or more parties involved from any potential liabilities that may arise from the agreement. In other words, it ensures that the party will not be held responsible for any losses or damages that the other party may cause.

What is an indemnification agreement?

An indemnification agreement is a specific type of contract that outlines the terms and conditions of indemnification between the parties involved. It spells out who is responsible for what and ensures that both parties know their obligations if any losses or damages occur.

What is a typical indemnification agreement?

There is no one "typical" indemnification agreement, as each one will be tailored to the parties' specific needs. However, most indemnification agreements will typically include clauses that:

  • outline the definition of indemnified parties and protected parties
  • specify the types of losses or damages that are covered by the agreement
  • identify the events or circumstances that would trigger indemnification payments
  • establish procedures for claiming indemnity payments
  • provide for dispute resolution in the event of a disagreement

Why is indemnification necessary?

Indemnification is essential because it protects the parties involved in an agreement from any potential liabilities that may arise. This can be especially helpful in situations involving many risks, or one party may be held liable for damages they did not cause. By having an indemnification agreement in place, both parties can feel confident that they are protected in the event of any problems.

If you're considering agreeing with another party, it's essential to understand indemnification and make sure that you have an indemnification agreement in place. This will help protect you from any potential losses or damages due to the deal. Contact a business and commercial lawyer if you have any questions about indemnification agreements.

Template Preview

Indemnification Agreement

This agreement (the "Agreement") is made as of the date set forth above between ____________________________________. (the "Indemnitee") and ____________________________________. (the "Indemnitor"). The Indemnitor and the Indemnitee agree as follows:

1.0. Definitions

For purposes of this Agreement, the following definitions shall apply: "Claim" means any claim, action, suit or another proceeding by a third party against either of the Parties where such Claim alleges that an indemnified Event has occurred and seeks monetary damages from one of the Parties. [Note: This definition is pretty standard; you can customise it to suit your needs.] 2.0. Mutual obligations in case of Claims

In the event of any Claim, the Indemnitor shall: a) promptly notify the Indemnitee in writing of such Claim; and b) provide to the Indemnitee all reasonable assistance, at the Indemnitee's expense, in connection with the defence or settlement of such Claim. The Indemnitee shall have sole control of any Claim's defence and settlement. 3.0. Exclusions

This Agreement does not apply to any Claims arising out of (a) the negligence or misconduct of the Indemnitor or its employees, officers, directors, shareholders or agents; (b) any breach by the Indemnitor of this Agreement; or ©any other matter as to which the Indemnitee would not, as a matter of applicable law, be entitled to indemnification. 4.0. Effect of Termination

This Agreement will continue regardless of whether either Party terminates the Agreement for any reason whatsoever. If either Party terminates this Agreement, all Claims made or could have been brought before termination shall survive until fully resolved, settled, or finally determined according to their terms.

5.0 Miscellaneous Provisions

All notices required under this Agreement shall be given in writing and delivered by personal delivery or registered mail (postage prepaid) at the address listed on Exhibit A attached hereto or at such other address as may hereafter be furnished in writing by either Party to the other.

This Agreement constitutes the entire agreement between the Parties concerning indemnification and supersedes all prior negotiations, arrangements or understandings (whether written or oral) between the Parties concerning it. No modification of or amendment to this Agreement shall be binding unless in writing and signed by an authorised representative of both Parties.

Suppose any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction. In that case, such provision shall be modified to the extent necessary to render it valid, legal and enforceable while as closely as possible reflecting the intent of the parties expressed in this Agreement. All remaining provisions of this Agreement shall continue in full force and effect.

This Agreement shall be governed by and construed by the laws of the State of _________________.

Signature of the Parties

By: _________________________. Name of Indemnitee

Title of Authorized Signatory for Indemnitor

Date: _____________.

Signature of the Parties

By: _________________________. Name of Indemnitee Title of Authorized Signatory for Indemnitor Date: ____________. Solely as an example, your organization's indemnification agreement may look

something like this. Please note that you should always have a qualified business and commercial lawyer draft or review any legal documentation that affects your business.