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Indemnification Agreement Template

Here's what you'll find in the Indemnification Agreement :

  • A contract template for two parties to set forth protection from any potential losses, liabilities, claims, or damages during involvement of an activity.
  • Tips for types of businesses who can benefit from the use of an indemnification agreement.
  • Advice on common mistakes and consequences of not using an Indemnification Agreement.
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Indemnification Agreement Template

An indemnification agreement, or a hold harmless agreement, is a legally binding document used between two parties to set forth protection from any potential losses, liabilities, claims, or damages for one of the parties during their involvement during an activity.

This type of agreement can significantly reduce a company’s liability for any unforeseen loss or damage. An indemnification provision is commonly placed as an indemnity clause in a contract (insurance policies). However, in some circumstances, a standalone indemnification agreement may be necessary. Without an indemnity agreement in place, a business opens itself up to legal action and adverse judgments that may arise from any misfortune or mishap.

  • An indemnification agreement template is a broad form universal go-by that can guide you while personalizing it to fit your individual needs.
  • It is most commonly referred to as a hold harmless agreement.
  • The indemnification template is broken down into sections to easily fill in the activity or activities a company or individual seeks to be protected from.
  • An indemnification agreement designates one party to be responsible for the other party in the event of a loss, damage, or other related claims.
  • It serves as an understanding between two parties that an injured party holds the right to claim reimbursement should a loss or damage occur. It can also be defined as an exemption from any subsequent loss or damage that may arise under the contract.

Legal Terms Simplified 

Some of the legal-speak can be difficult to interpret. Here is a breakdown of the terms you will find in the indemnification agreement:

  • Indemnity – an obligation to repay any damage, loss, or liability incurred by another (hold harmless).
  • Indemnify – one party indemnifies the other. The Indemnitor, aka the indemnifier, promises to compensate the indemnitee for any claim, loss, or damages they may suffer during their involvement in an activity.
  • Indemnitor /Indemnifier – a party that either protects, compensates, or provides reimbursement for a particular loss or damage. This is the “indemnified party.”
  • Indemnitee – a party that requires protection against any potential claim, loss, or damages that they may suffer during their involvement in a particular activity.

Types of Companies that Utilize Indemnification Agreements

Small businesses can really benefit from the use of an indemnification agreement. Indemnification agreements are used in various industries:

  • Employers and employees
  • Business-to-consumer (insurance policy, liability insurance, rental car services)
  • Contractors or subcontractors subject to potentially dangerous activities, i.e., construction)
  • Dangerous activities (Parasailing, skydiving, or other risky activities)

Indemnification agreements act to mitigate financial obligations a party may suffer in the event of any loss or damage under the terms or duration of the contract.

Other names for an indemnification agreement include:

  • Hold Harmless Agreement
  • Indemnity Agreement
  • Waiver of Liability
  • No-Fault Agreement
  • Release of Liability
  • General Release Form
  • Standard Release

What should be included in an Indemnification Agreement?

All parties subject to the agreement should be identified. As with any contract, all parties listed should sign and date the agreement. Without these essential elements, the contract may be deemed void and unenforceable. A solid indemnity agreement should include a thorough description of the activity or activities sought to be indemnified. This section should be as detailed as possible.

Common Mistakes and Consequences of not using an Indemnification Agreement 

Indemnification laws can be complicated. It is crucial to contact an attorney to obtain legal advice before finalizing your indemnification agreement. To date, a total of 42 States have laws restricting an indemnification clause in a contract as well as indemnification agreements as a whole.

How to get your Indemnification Agreement Signed

The most efficient and convenient method to get your indemnification agreement signed is with an electronic signature, also referred to as an E-signature. This approach simplifies the signing process for all parties involved. This also guarantees that each party properly signs and dates the agreement eliminating any possible human error or inadvertent oversight. Incorporating ApproveMe’s software automates and streamlines the process.

Additional Assets for your Business

Establishing your own business can seems like an overwhelming task. It is essential to equip yourself with other resources to ensure your business runs as smoothly as possible. Here are a few voice-to-text note-taking tools to help you stay organized on the go. This type of software can also provide an efficient way to verbally jot your ideas down on the go. It can easily and effortlessly organize your notes anytime from anywhere.

Evernote

OneNote

Simplenote

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is being made and entered into on this ______ day of ________, 20__ by and between ________________, with an address of ____________________________(“Indemnitor”) and _______________________________, with an address of _________________________________________________(“Indemnittee”).

WHEREAS, Indemnitee seeks protection against any personal liability, claim, action, suit, loss, or damage that may result from the Indemnitee’s participation in the below-described Activity/Activities.

WHEREAS, Indemnifier sees to minimize any hardship Indemnitee may suffer as the result of any personal liability, claim, action, suit, loss, or damage that might result from the Indemnitee’s participation in the below-described Activity/Activities.

IN CONSIDERATION THEREOF, and a condition of Indemnifier and Indemnitee entering into this Agreement and of other valuable consideration, such receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement hereby acquiesce as follows:

INDEMNIFIED ACTIVITY/ACTIVITIES

Indemnitee seeks to be protected from the below Indemnified Activity/Activities (“Activity”):
____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

INDEMNITY

Indemnifier hereby agrees to indemnify and hold harmless Indemnitee, its respective subsidiaries or other affiliates, officers, agents, or employees, or permitted successors and assigns against any and all from any and all claims, including but not limited to, liability, demands, and causes of action of any kind arising from or related to any loss, damage, punitive damages, reasonable legal fees and costs of whatsoever, which result from the above-referenced Activity.

EXCEPTIONS

Indemnifier shall not be required to indemnify Indemnitee for any judgments, fines, expenses, settlements, and other obligations incurred as a result of the Indemnitee’s participation in the Activity/Activities:

a. In the event of a civil claim where the Indemnitee did not act in a reasonable manner and/or failed to act in good faith;
b. The Indemnitee will or has already received payment under an effective and collectible insurance policy or under a valid indemnification clause, bylaw/agreement, except whereby payment under such insurance policy, provision, bylaw/agreement is not adequate enough to completely indemnify the Indemnitee in which case the Indemnifier shall be responsible for any deficit in payment received;
c. An action was commenced in whole or in part by Indemnitee either alone or with one or more claimants unless the action or such proceeding has the express written consent of Indemnifier; or,
d. In the event of a criminal proceeding.

NOTICE OF CLAIM & COOPERATION

Should any claim, action, or proceeding, Indemnitee must promptly give Indemnifier written notice of the claim, action, or proceeding. It will further notify the Indemnifier of any such proceedings related to the action within five (5) days of Indemnitee’s receipt of notice. Additionally, the Indemnitee must provide the Indemnifier with all known information accessible to the Indemnitee relating to the claim, action, or proceeding.

Further, Indemnitee wholly agrees to cooperate with Indemnifier in defense of any such claim or legal action against it, which Indemnitee seeks to be Indemnified for. Indemnifier agrees to use its best efforts and act in good faith to ensure Indemnitee is indemnified and reimbursed to all expenses including but not limited to fines, judgments, settlements, and any other amounts actually and reasonably acquired in relation with the defense of any claim or legal action resulting from Indemnitee’s participation in such Activity.

DURATION

This Agreement shall begin on above-stated Effective Date and will continue until __________________.

TERMINATION

This Indemnification Agreement may be terminated at any time either by the Indemnifier or Indemnitee by written notice to the other respective Party.

SETTLEMENT AND CONSENT OF INDEMNIFIER

Indemnifier shall not be permitted to settle any claim or action without the prior written consent of Indemnitee.

CONFIDENTIALITY

During the duration of this Agreement, it may be required for Indemnitee to disclose propriety information, including but not limited to, industry knowledge, trade secrets, and any other confidential information to the Indemnifier for the Indemnifier to indemnify the Indemnitee. Indemnifier agrees not to share any sensitive information for his or her benefit at any time. This clause will remain in full force and effect even after the termination of this Agreement in its natural termination or by the early termination by either the Indemnifier or Indemnitee.

REPRESENTATIONS AND WARRANTIES

Both the Indemnifier and Indemnitee understand and represent that they are completely authorized to enter into this Agreement. The performance and obligations of either the Indemnifier or Indemnitee will not infringe upon or violate the rights of any third-party or infringe or violate any other agreement between the Parties, individually, organization, business, any other person, or any law or governmental regulation.

SEVERABILITY

If any term or provision of this Indemnification Agreement is found invalid, unenforceable, or illegal in any jurisdiction, such shall not affect any other term or clause of this Indemnification Agreement nor invalidate or deem unenforceable, such term or clause in any other jurisdiction.

WAIVER

No waiver by either Party of any of the clauses hereof shall be effective unless explicitly provided in writing and signed by the Party so waiving. No waiver by either Party shall operate or be construed as a waiver in relation to any failure, default, or breach not expressly identified by written waiver, either or similar or different character, and whether such occurs before or after such waiver. No failure to exercise, or delay to any right, power, privilege, or remedy arising from this Indemnification Agreement shall operate or be considered as a waiver. Neither shall a single or any partial exercise of any such right, remedy, power, or privilege preclude any other exercise of right, remedy, power, or privilege.

AMENDMENTS

This Indemnification Agreement may only be amended or terminated in writing agreed to and signed by both the Indemnifier and the Indemnitee.

LEGAL FEES

Shall a dispute between the parties result in legal action, the successful Party shall hold the right to recover its incurred legal fees, including but not limited to, any reasonable costs, and attorneys’ fees.

LEGAL AND BINDING AGREEMENT

This Agreement sets aside all prior discussions and writings and constitutes the entire Agreement between the parties concerning the subject matter hereof. This Agreement is legally binding between the named Indemnifier and Indemnitee, as identified herein.

GOVERNING LAW

This Agreement will be governed by and constructed in accordance with the laws of the State of _____________.
JURISDICTION

The courts of the State of ________________ are to have jurisdiction to settle and decide any dispute or claim arising out of or concerning this Indemnification Agreement.

COUNTERPARTS

This Indemnification Agreement may be executed in counterparts, each of which shall be considered an original, and all of which together shall be considered to be one and the same Indemnification Agreement. A signed copy of this Indemnification Agreement delivered by fax, email, or any other method of electronic transmission shall be considered to have the same legal effect as delivery of an original signed copy of this Indemnification Agreement.

ELECTRONIC SIGNATURES

This Indemnification Agreement and related documents entered into in connection with this Agreement are signed when a Party’s signature is delivered electronically, and such signatures shall be considered in all respects as bearing the same force and effect as original signatures.

HEADINGS

Headings are inserted for the convenience of each Party to this Agreement and shall not be considered while interpreting this Agreement. Words displayed in the singular mean and include the plural and vice versa. Words in the masculine gender encompass the feminine gender and vice versa. Words presented in the neuter gender involve the feminine gender and masculine gender and vice versa.

ENTIRE AGREEMENT

This Indemnification Agreement constitutes the sole and entire Agreement of the Indemnifier and Indemnitee regarding the subject matter contained in this Agreement. It further supersedes all prior and contemporaneous understandings, agreements, representations, and warranties (written and oral), concerning such subject matter.

IN WITNESS WHEREOF, the Indemnifier and Indemnitee hereto have duly executed and have caused this Agreement duly to be executed and delivered as of the Effective Date.

______________________________________
Indemnifier’s Signature

______________________________________
Indemnifier’s Printed Name

______________________________________
Indemnitee’s Signature

______________________________________
Indemnitee’s Printed Name

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Frequently Asked Questions and Resources

What is a contract?

Contracts are defined as written or spoken agreements which are enforceable by law. They can cover any topic or industry, whether sales, tenancy, employment, or otherwise (source).

What are the different types of contracts?

There are many different types of contracts, as defined by upcounsell, those for fixed prices, employment, lump sums, time and materials, unilateral or bilateral contracts, simple contracts and more. Each has its own specific terms, and can either be oral or written and some are non-negotiable (like adhesion contracts) while others have room to be adjusted or amended.

What makes a contract different from an estimate, quote, bid, or proposal?

Mainly contracts are set and finite and legally binding, whereas estimates, quotes, bids, and proposals are possibilities which can be accepted, rejected, negotiated, or ignored altogether. The key difference is that often a bid or proposal will contain terms and conditions that can be signed by the requestor and turned into a contract (source).

What should I include in my contract?

Every contract is comprised of no less than two core components: clearly outlined terms and signed agreement between two separate parties. For more information, read our 12 clauses you should include in every contract.

How should I write an effective business contract?

Contract creation can be challenging, in most cases getting legal counsel is advised to ensure it will be legally enforceable should you require that. Essentially you need basic terms which should be abided by, and an agreement on what product or service is to be provided, to whom, by whom, and what will be tendered with specific terms (such as deadlines, or how the delivery will be completed). For more tips, read our beginners guide to contract writing.

What is the difference between a contract and an agreement?

An agreement is any understanding or arrangement reached between two or more parties. A contract is a specific type of agreement that, by its terms and elements, is legally binding and enforceable in a court of law, according to Diffen.com.

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