Indemnity Agreement Template

THIS INDEMNITY AGREEMENT (the “Agreement” or this “Indemnity Agreement”), is made and entered into as of this [DATE], by and between [PARTY NAME 1] (the “Indemnifying Party”), a [STATE] corporation, with a registered office located at [ADDRESS] and [PARTY NAME 2], a [STATE] corporation, with a registered office located at [ADDRESS] (the “Indemnified Party”).

WHEREAS:

a. The Indemnifying Party wishes to [DESCRIPTION], and

PandaTip: An example of where this agreement may be useful is where a party is using another’s property for a function, and the latter party does not want to have any responsibility for what may happen at the function. In that case, the “Description” above would be “use the Indemnified Party’s property located at X to host a function…”.

b. As a condition of such, the Indemnified Party wishes to be indemnified and held harmless, as more fully set forth in this Indemnity Agreement below.

In consideration of foregoing, and of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

  1. The Indemnifying Party agrees to indemnify and save the Indemnified Party, and [LIST OF OTHER PARTIES] harmless from and against any and all claims, liability, loss, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses) arising out of (i) the acts or omissions of Indemnifying Party, and [LIST OF OTHER PARTIES] in connection with [DESCRIPTION]; or (ii) any accident, injury or death to persons, or loss of or damage to property, or fines and penalties which may result, in whole or in part, by reason of [DESCRIPTION] except to the extent that such damage is due solely and directly to the negligence of the Indemnified Party.

    PandaTip: If the Indemnified Party is an organization, they may want to protect the interests of their employees, agents and directors individually as well. Are there any other parties you will want to protect under this Agreement? harmless from and against any and all claims, liability, loss, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses) arising out of (i) the acts or omissions of Indemnifying Party, and [LIST OF OTHER PARTIES].

    PandaTip: Listing the Indemnifying Party’s “employees, agents, contractors…” or “guests, etc.” will hold them responsible for acts of these individuals in addition to their own acts. in connection with [DESCRIPTION]; or (ii) any accident, injury or death to persons, or loss of or damage to property, or fines and penalties which may result, in whole or in part, by reason of [DESCRIPTION] except to the extent that such damage is due solely and directly to the negligence of the Indemnified Party.

  1. The Indemnifying Party shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing.

  1. The obligations of the Indemnifying Party under this Indemnity Agreement shall last in perpetuity.

  1. Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.

IN WITNESS WHEREOF, the parties to this Agreement have caused this Indemnity Agreement to be duly executed, delivered and effective as of the date of the last party to sign below.

[INDEMNIFYING PARTY]

_________________________________    ______________

[NAME], [TITLE]                                         DATE

[INDEMNIFIED PARTY]

_________________________________    ______________

[NAME], [TITLE]                                        DATE

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