Fillable HOLD HARMLESS (INDEMNITY) AGREEMENT

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HOLD HARMLESS (INDEMNITY) AGREEMENT

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  • 24 check-boxes
  • 34 other fields

Country of origin: OTHERS
File type: PDF

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State of
_________________
HOLD HARMLESS (INDEMNITY) AGREEMENT
This Hold Harmless (Indemnity) Agreement (this “Agreement”) is made as of this ______ day of
_______________, 20______ (the “Effective Date”) by and among/between:
Indemnitor(s): ________________________________________________, located at ______________
______________________________________ [Address] (individually and collectively, “Indemnitor”), and
Indemnitee(s): ________________________________________________, (individually and
collectively, “Indemnitee").
Indemnitor shall include all of their respective (Check all that apply) ☐ owners ☐ directors
☐ officers ☐ employees ☐ agents ☐ contractors ☐ subcontractors ☐ representatives
☐ invitees ☐ volunteers ☐ other: __________________ as applicable.
Indemnitee shall include all of their respective (Check all that apply) ☐ owners ☐ directors
☐ officers ☐ employees ☐ agents ☐ contractors ☐ subcontractors ☐ representatives
☐ invitees ☐ volunteers ☐ other: __________________ as applicable.
Indemnitor and Indemnitee may be referred to individually as “Party” and collectively as “Parties”.
WHEREAS, Indemnitor has agreed to _____________________________________________________
____________________________________________________________________________________
________________________________________________________ [Description of activity/event giving
rise to indemnity] ( ☐ in accordance with the _______________________________ [Agreement title
related to activity/event]) dated ______________________ (the “Activity”).
NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Indemnitor
and Indemnitee agree as follows:
1. Indemnification. To the extent permitted by law, Indemnitor will indemnify, defend and hold harmless
Indemnitee from any and all claims, actions, liabilities, suits, injuries, demands, obligations, losses,
settlements, judgments, damages, fines, penalties, costs and expenses, including attorney’s fees and
other expenses, (collectively, a “Claim”) arising out of or relating to: (Check one)
☐ (All acts) The Activity.
☐ (All acts, except those by third parties) Any act or omission by Indemnitee or Indemnitor in connection
with the performance of the Activity.
☐ (Only acts by the protecting party) Any act or omission by the Indemnitor in connection with the
performance of the Activity.
Indemnity Limits (Check one)
☐ Indemnity is limited to only personal injury, loss of life or property damage.
☐
Indemnity is NOT limited to only personal injury, loss of life or property damage.
2. Exceptions. Indemnitor’s obligation to indemnify, defend and hold harmless Indemnitee shall not
extend to any Claim arising from the sole negligence or willful misconduct of Indemnitee. Indemnitor is not
obligated to indemnify Indemnitee against any Claim to the extent the Indemnitee has been reimbursed
for such Claim under an insurance policy.
Cap on Indemnity Amount (Check one)
☐ In no event shall any individual Claim or combined cumulative total of all Claims exceed $_________.
☐
There is NO cap on total indemnity amount.
3. Notice of Claim. Indemnitee must provide Indemnitor notice of any Claim within __________ business
days after obtaining knowledge of such Claim. Such notice will set forth in detail the Claim and the basis
for indemnification under this Agreement.
4. Duty to Defend. In the event any Claim is brought against Indemnitee within the scope of this
Agreement, Indemnitor reserves the right to assume the defense of the Claim. If Indemnitor elects not to
assume the defense of the Claim, Indemnitee may pursue its own defense of the Claim and seek
reimbursement from the Indemnitor. If Indemnitor assumes the defense of the Claim, Indemnitor shall not
settle any Claim without the prior written consent of the Indemnitee, which consent shall not be
unreasonably withheld. If Indemnitee pursues its own defense of the Claim, Indemnitee shall not settle
any Claim without the prior written consent of Indemnitor, which consent shall not be unreasonably
withheld.
5. Mutual Representations. The Parties represent and warrant that they are duly authorized and have
the power and authority to execute and deliver this Agreement, and this Agreement constitutes a legally,
valid and binding obligation on the Parties.
6. Amendments. This Agreement may be amended or modified only by written agreement signed by all
Parties.
7. Notices. Any notice or other communication given or made to a Party under this Agreement shall be in
writing and delivered by hand, sent overnight courier service or sent by certified or registered mail, return
receipt requested, to the address stated above, or to another address as that Party may subsequently
designate by notice, and shall be deemed given on that date of delivery.
8. Joint and Several Liability. The obligation of each Indemnitor under this Agreement will be joint and
several.
9. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with
the laws of the State of _________________, not including its conflicts of law provisions.
10. Disputes. Any dispute arising from this Agreement shall be resolved through:
☐ Court litigation. Disputes shall be resolved in the courts of the State of ______________.
☐ If either Party brings legal action to enforce its rights under this Agreement, the prevailing
party will be entitled to recover from the other Party its expenses (including reasonable attorneys’
fees and costs) incurred in connection with the action and any appeal.
☐ Binding arbitration. Binding arbitration shall be conducted in accordance with the rules of the American
Arbitration Association.
☐ Mediation.
☐ Mediation, then binding arbitration. If the dispute cannot be resolved through mediation, then the
dispute will be resolved through binding arbitration conducted in accordance with the rules of the
American Arbitration Association.
11. No Waiver. No Party shall be deemed to have waived any provision of this Agreement or the exercise
of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by
any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any
other subsequent breach or violation.
12. Assignment. No Party may assign its rights or delegate its duties under this Agreement without the
other Party’s prior written consent.
13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective legal representatives, heirs, administrators, executors, successors and
permitted assigns.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole
or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and
enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.
15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together, shall constitute one and the same document.
16. Headings. The section headings herein are for reference purposes only and shall not otherwise affect
the meaning, construction or interpretation of any provision of this Agreement.
17. Entire Agreement. This Agreement contains the entire understanding between the Parties and
supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to the
subject matter.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the first date written
above.
SIGNATURES
Indemnitor Signature
Indemnitor Full Name
Indemnitor Signature
Indemnitor Full Name
Indemnitee Signature
Indemnitee Full Name
Indemnitee Signature
Indemnitee Full Name
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HOLD HARMLESS (INDEMNITY) AGREEMENT

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Completed 25 February 2021

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