Indemnity Agreement Template: Liability and Defense Terms

Indemnity Agreement Template

This Indemnity Agreement (“Agreement”) is entered into on [Date], by and between:

Indemnifying Party: [Full Legal Name], located at [Address], hereinafter referred to as the “Indemnifier.”

Indemnified Party: [Full Legal Name], located at [Address], hereinafter referred to as the “Indemnitee.”

The Indemnifier and Indemnitee are collectively referred to as the “Parties.”

1. Purpose

The Indemnifier agrees to indemnify and hold harmless the Indemnitee from and against certain claims, losses, damages, and liabilities as set forth in this Agreement.

2. Scope of Indemnity

The Indemnifier shall indemnify, defend, and hold harmless the Indemnitee, its officers, employees, and agents, from any claims, demands, damages, costs, or expenses (including reasonable attorney’s fees) arising out of:

• [Specify risks, e.g., use of equipment, negligence, breach of contract, third-party claims].

  This indemnity does not apply to losses caused by the gross negligence or willful misconduct of the Indemnitee.

3. Duration

This Agreement shall remain in effect from the Effective Date until [end date/termination event], unless terminated earlier by mutual written consent.

4. Notification of Claims

The Indemnitee shall promptly notify the Indemnifier of any claim or action covered under this Agreement and provide reasonable cooperation in defense of such claims. Failure to notify shall not relieve the Indemnifier of obligations unless material prejudice results.

5. Defense and Settlement

The Indemnifier shall have the right to assume control of the defense of any claim, subject to the Indemnitee’s right to participate with counsel of its choice at its own expense. The Indemnifier shall not settle any claim without the prior written consent of the Indemnitee if such settlement admits fault or imposes obligations beyond monetary payment.

6. Limitations of Liability

The Indemnifier’s liability under this Agreement shall be limited to [insert amount or unlimited], except for obligations arising from fraud, willful misconduct, or gross negligence.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

8. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, negotiations, or agreements related to indemnity obligations. Any amendments must be in writing and signed by both Parties.

9. Signatures

Indemnifying Party: ___________________________ Date: ____________

Name & Title: _________________________________

Indemnified Party: ____________________________ Date: ____________

Name & Title: _________________________________