Hold Harmless Agreement Template
This Hold Harmless Agreement (herein referred to as “Agreement”) is made effective on the (day) of (month), (year) by and between [Sender.Company] and [Client.FirstName][Client.LastName]. Both are sometimes individually referred to as “Party” and collectively referred to as the “Parties" herein this Agreement.
Whereas, [Client.FirstName][Client.LastName] desires to hold harmless [Sender.Company] from any legal liability arising out of [Client.FirstName][Client.LastName]’s actions in connection with (describe the activity being engaged in i.e. skydiving, summer camp, etc.)
Now, therefore, in consideration of the mutual covenants and conditions contained herein this Agreement, both hereby agree as follows:
1. Hold harmless
[Client.FirstName][Client.LastName] shall fully indemnify, defend, and hold harmless [Sender.Company] from any and all lawsuits, claims, demands, liability, causes of action, loss, injury, and/or damage of any kind whatsoever (including without limitation all claims for property damage, monetary loss, personal injury, wrongful death, and/or equitable relief), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any omissions, acts, negligence, or willful misconduct on the part of [Client.FirstName][Client.LastName] by [Sender.Company], its officers, personnel, owners, agents, employees, volunteers, invitees, or contractors.
This indemnification applies to and includes, without limitation, the payment of all fines, penalties, awards, judgments, decrees, attorneys’ fees, and related costs or expenses, and any reimbursements to [Client.FirstName][Client.LastName] by [Sender.Company], for all legal expenses, fees, and costs incurred.
2. Authority, understanding, and willingness to enter agreement
Each Party warrants that the individuals who have signed this Agreement have the actual legal right, power, and authority to make this Agreement and bind each respective Party to the covenants and conditions herein. Each Party warrants that they fully understand the covenants herein and have not been coerced or beguiled into signing this Agreement.
3. Amendments, additions, and modifications
No modification, addition, or amendment of this Agreement shall be legally binding unless executed in writing and signed by both Parties.
At no point shall any waiver of any single default constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, privilege, benefit, or service that is voluntarily given or performed by a Party shall give the other Party any contractual right by estoppel, custom, or otherwise.
5. Attorneys’ costs and fees
If any legal action or other proceeding is brought forward in relation to this Agreement, the successful Party, if any, shall be entitled to recover reasonable attorneys’ fees and other related legal costs, in addition to any other relief to which that Party is legally entitled.
In the event that the recovery of attorneys' fees becomes the subject of dispute, the court who presides over such legal action or proceeding is empowered to establish which Party, if any, is the prevailing party in line with this provision.
6. Entire agreement
There exists no other oral or written statement with superiority to this Agreement. This Agreement contains the entire agreement between the Parties related to the matters detailed herein and supersedes any prior written or oral statements or agreements between the Parties relating to such matters.
If any covenant of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue unextinguished and fully binding and enforceable.
If a court finds that any provision of this Agreement is invalid or unenforceable in its current form, but that by limiting such provision, it would become valid and enforceable, then such provision shall be determined to be written, construed, and enforced as so limited.
The intent of the Parties is to provide as broad and all-encompassing of an indemnification as possible under [Sender.State] law. In the event that any aspect of this Agreement is determined to be unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation allowed under [Sender.State] law.
8. Applicable law
This Agreement shall be governed exclusively by the laws of [Sender.State], without regard to conflict of law provisions.
9. Exclusive jurisdiction and venue
Any lawsuit or legal proceeding relating to or arising out of this Agreement in any way whatsoever shall be exclusively litigated in the federal and state courts of [Sender.State]. Each Party expressly submits and consents to this exclusive jurisdiction and exclusive venue.
Each Party expressly waives the right to challenge this venue and/or jurisdiction as inconvenient or improper. Each Party consents to the dismissal of any lawsuit that they bring in any other venue or jurisdiction.
This Agreement shall be signed on behalf of [Client.FirstName][Client.LastName] by [Client.FirstName][Client.LastName] (or input a legal guardian's name if applicable), and on behalf of [Sender.Company] by [Sender.FirstName][Sender.LastName], and effective as of the date first written at the onset of this Agreement.
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