A general indemnity agreement, often referred to as a hold harmless agreement, is a legal document that is used to protect one party from potential financial or legal damages that may arise from another party’s actions. This agreement is commonly used in a variety of situations, such as business transactions, construction projects, and rental agreements.
If you are considering drafting or signing a general indemnity agreement, it is important to understand the basics of what it entails. A well-written agreement can be a powerful tool to protect yourself or your company from financial or legal losses, but a poorly-written agreement can leave you vulnerable to these risks.
To help you get started, we have put together a general indemnity agreement template that you can use as a starting point. Keep in mind that this is just a general template, and should be customized to fit your specific needs and situation.
General Indemnity Agreement Template:
[Insert name of party providing indemnification], (“Indemnitor”), agrees to indemnify, defend, and hold harmless [Insert name of party receiving indemnification], (“Indemnitee”), its officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, expenses, and costs (including reasonable attorney’s fees), arising out of or relating to any breach of this Agreement, or any act or omission of the Indemnitor, its agents, employees, or representatives.
The Indemnitor agrees to indemnify the Indemnitee for any and all claims, including but not limited to claims for breach of contract, negligence, or strict liability, arising out of the Indemnitor’s actions or omissions. The Indemnitor’s obligation to provide indemnification under this Agreement shall survive the termination of any underlying agreement between the parties.
The Indemnitee agrees to provide prompt notice to the Indemnitor upon becoming aware of any potential claim or liability that may be subject to indemnification under this Agreement. The Indemnitee shall provide reasonable cooperation to the Indemnitor in the defense of any claims, and the Indemnitor shall have the right to select and retain counsel to defend against any such claims.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements between the parties, whether written or oral.
This Agreement shall be governed by and construed in accordance with the laws of the state of [Insert state]. Any dispute arising out of or related to this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
In witness whereof, the parties have executed this Agreement as of the date first above written.
[Insert name of Indemnitor]
By: _______________________________
[Insert name of authorized representative]
Title: ______________________________
[Insert name of Indemnitee]
By: _______________________________
[Insert name of authorized representative]
Title: ______________________________
As you can see, this general indemnity agreement template outlines the basic terms and conditions for indemnification, but it can be modified to fit your specific needs. Keep in mind that it is always a good idea to have an attorney review any legal agreement before you sign it to ensure that your rights and interests are fully protected.