"Indemnification Agreement Template"

What Is an Indemnification Agreement?

An Indemnification Agreement is a legal contract between two parties that holds one party responsible for the damage or loss suffered by the other party and specifies compensation that will be available for the negative occurrences.

Alternate Name:

  • Indemnity Agreement.

A general Indemnity Agreement is commonly used in the following circumstances:

  1. Construction industry. Before a contractor is officially hired, a construction company makes them sign this document to protect themselves against a lawsuit in case of the contractor's injury.
  2. Rental car business. Drivers must sign this contract before they drive their car for the first time - this protects the organization in case the driver and their passengers are injured in the accident.
  3. Real estate rentals. When composing a lease agreement, a landlord can request their tenant to include an indemnity clause in this document or create a separate Indemnity Agreement to protect themselves from damages and losses caused to the rental property during the tenant's stay.
  4. Businesses that offer dangerous services and risky activities to their customers, for instance, skydiving or extreme skiing.
  5. Pet kennels. The owner of the pet may be asked to sign this document to make sure the kennel owner or administrator is not liable for damages the pet caused to other pets in the kennel.

If you are looking for a fillable Indemnity Agreement template, you can download it below or compose a more personalized document with the help of our online form builder.

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What Is the Purpose of an Indemnity Agreement?

An Indemnity Agreement allows the injured party (indemnitee) to claim compensation or reimbursement for the losses they suffered from the party that is liable to make up for these damages (the indemnifier). Once you agree to indemnify someone in writing, you confirm that you are ready to take responsibility for the losses and injuries listed in the agreement. This contract only extends to the person or entity that signed the agreement, their representatives who act on their behalf, and people under their control - subordinates and employees.

Sometimes, this document is confused with a similar form - a Hold Harmless Agreement. These names and concepts are often used interchangeably, and the contract is even called a Hold Harmless and Indemnity Agreement. However, the former document has a broader coverage - it also protects the non-breaching party from liabilities. It is recommended to draft both documents to cover all possible incidents.

How to Make an indemnity Agreement?

Follow these steps to draft an Indemnification Agreement Form:

  1. Identify the parties to the agreement by their names (business names) and addresses. Add contact information of the parties;
  2. Indicate the purpose of the document and determine the scope of indemnity. Negotiate a compromise with the other party and find a middle ground that will satisfy both of you;
  3. List instances that will trigger the indemnity. If the scope you have defined only provides for particular instances in which the other party will have to indemnify you, state all of them;
  4. Mention liability insurance - experienced companies from various industries choose to buy liability insurance to cover negligent actions, omissions, and errors;
  5. Negotiate the limit of damages. You can include the maximum amount of damages for which the indemnifying party will bear responsibility;
  6. State the amount of consideration (usually, it is a sum of money) that secures your contract;
  7. Disclose all the risk for which the indemnifying party may become liable - this ensures both parties they are equally informed about the agreement they are signing;
  8. Include exclusions to the contract. Typically, if the damage was caused by the indemnitee's fault or negligence, there will be no indemnification;
  9. Sign the document. In some cases, only the party that indemnifies the other can sign the agreement, however, it is recommended to obtain two signatures so that everybody is on the same page. You can appear in front of a notary public to add an extra level of protection to your contract.

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Indemnification Agreement
This ​ I ndemnification Agreement (hereinafter referred to as the “Agreement”) is entered
into as of _________________ (hereinafter referred to as the “Effective Date”) by and
between ______________________, with a mailing address of ____________________
____________________________________ (hereinafter referred to as the “Indemnitee”)
and ______________________, with a mailing address of ________________________
___________________________________ (hereinafter referred to as the “Indemnifier”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
WHEREAS, the Indemnitee seeks protection against any personal liability, claim,
suit, action, loss, or damage that may result from the Indemnitee’s participation in
the Activity.
WHEREAS, the Indemnifier seeks to minimize any hardship Indemnitee might
suffer as the result of any personal liability, claim, suit, action, loss, or damage
that may result from the Indemnitee’s participation in the Activity.
IN CONSIDERATION and as a condition of the Indemnifier and the Indemnitee
entering into this Agreement and other valuable considerations, the receipt and
sufficiency of which consideration is acknowledged, the Parties agree as follows:
1. Indemnified Activity. The Indemnitee seeks to be protected from the following
indemnified activity (hereinafter referred to as the “Activity”):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2. Indemnity. The Indemnifier agrees to indemnify and hold harmless the Indemnitee,
their respective affiliates, officers, agents, employees, and permitted successors and
assigns against any and all claims, losses, damages, liabilities, penalties, punitive
damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever,
which result from the Activity.
©​ ​ ​ ​
T EMPLATEROLLER.COM​
Indemnification Agreement
This ​ I ndemnification Agreement (hereinafter referred to as the “Agreement”) is entered
into as of _________________ (hereinafter referred to as the “Effective Date”) by and
between ______________________, with a mailing address of ____________________
____________________________________ (hereinafter referred to as the “Indemnitee”)
and ______________________, with a mailing address of ________________________
___________________________________ (hereinafter referred to as the “Indemnifier”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
WHEREAS, the Indemnitee seeks protection against any personal liability, claim,
suit, action, loss, or damage that may result from the Indemnitee’s participation in
the Activity.
WHEREAS, the Indemnifier seeks to minimize any hardship Indemnitee might
suffer as the result of any personal liability, claim, suit, action, loss, or damage
that may result from the Indemnitee’s participation in the Activity.
IN CONSIDERATION and as a condition of the Indemnifier and the Indemnitee
entering into this Agreement and other valuable considerations, the receipt and
sufficiency of which consideration is acknowledged, the Parties agree as follows:
1. Indemnified Activity. The Indemnitee seeks to be protected from the following
indemnified activity (hereinafter referred to as the “Activity”):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2. Indemnity. The Indemnifier agrees to indemnify and hold harmless the Indemnitee,
their respective affiliates, officers, agents, employees, and permitted successors and
assigns against any and all claims, losses, damages, liabilities, penalties, punitive
damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever,
which result from the Activity.
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T EMPLATEROLLER.COM​
3. Exceptions to Indemnification. The Indemnifier shall not be obligated to indemnify
the Indemnitee for any fines, expenses, judgments, settlements, and other obligations
incurred as the result of the Indemnitee’s participation in the Activity:
a. In the case of a criminal proceeding;
b. In the case of a civil claim where the Indemnitee did not act in good faith and/or in
a reasonable manner;
c. The Indemnitee will or has received payment under a valid and collectible
insurance policy or under a valid and enforcement indemnity clause, bylaw or
agreement, except where payment under the insurance policy, clause, bylaw or
agreement is not sufficient to fully indemnify the Indemnitee in which case the
Indemnifier will be responsible for any shortfall in the payment received; or
d. An action or proceeding was initiated in whole in or in part by the Indemnitee
whether alone or along with one or more other claimants unless the action or
proceeding has the written consent of the Indemnifier.
4. Notice of Claim. In the event of any claim or action, the Indemnitee must promptly
provide the Indemnifier with written notice of the claim or action and will notify the
Indemnifier of any legal proceedings relating to the claim or action within
_________________________ of the Indemnitee’s receipt of notice of such proceedings.
Period of Time
The Indemnitee must provide the Indemnifier with all known information available to the
Indemnitee relating to the claim or action.
5. Cooperation. ​ T he Indemnitee agrees to wholly cooperate with the Indemnifier in the
defense of any claim or action against them that the Indemnitee seeks to be indemnified
for, including but not limited to, providing the Indemnifier with all available information
related to the claim or action, responding to reasonable requests from the Indemnifier for
information, documentation, and the like. The Indemnifier agrees to act in good faith and
use best efforts to ensure the Indemnitee is indemnified and reimbursed for any and all
expenses, judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with the defense of any claim or action resulting from the
Indemnitee’s participation in the Activity.
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6. Term. ​ T his Agreement shall commence upon the Effective Date, as stated above, and
will continue until _________________.
7. Consent to Settlement. ​ T he Indemnifier shall not settle any claim or action without
the prior written consent of Indemnitee.
8. Confidentiality. ​ D uring the course of this Agreement, it may be necessary for the
Indemnitee to share proprietary information, including trade secrets, industry knowledge,
and other confidential information, to the Indemnifier in order for the Indemnifier to
indemnify the Indemnitee. The Indemnifier will not share any of this proprietary
information at any time. The Indemnifier also will not use any of this proprietary
information for his/her personal benefit at any time. This section remains in full force and
effect even after termination of the Agreement by its natural termination or the early
termination by either Party.
9. Termination. This Agreement may be terminated at any time by either Party upon
written notice to the other Party.
10. Representations and Warranties. ​ B oth Parties represent that they are fully
authorized to enter into this Agreement. The performance and obligations of either Party
will not violate or infringe upon the rights of any third-party or violate any other
agreement between the Parties, individually, and any other person, organization, or
business or any law or governmental regulation.
11. Waiver. ​ T he failure by either Party to exercise any right, power or privilege under the
terms of this Agreement will not be construed as a waiver of any subsequent or further
exercise of that right, power or privilege or the exercise of any other right, power or
privilege.
12. Severability. ​ I n the event that any provision of this Agreement is deemed invalid or
unenforceable, in whole or in part, that part shall be severed from the remainder of the
Agreement and all other provisions should continue in full force and effect as valid and
enforceable.
13. Legal and Binding Agreement. ​ T his Agreement is legal and binding between the
Parties as stated above. This Agreement may be entered into and is legal and binding both
in the United States and throughout Europe. The Parties each represent that they have the
authority to enter into this Agreement.
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14. Governing Law. ​ T he Parties agree that this Agreement shall be additionally
governed by the laws of _____________________.
State
The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:
INDEMNIFIER
INDEMNITEE
Name: _____________________
Name: _____________________
Signed: ____________________
Signed: ____________________
Date: ______________________
Date: ______________________
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