Indemnity Agreement Template
1. Insurance Schedule
Coverage Type | Limit | Additional Insured (Yes/No) | Certificate Due Date | Certificate Reference ID |
[General liability/Other] | $[Amount] | [Yes/No] | [MM/DD/YYYY] | [__] |
[Auto/Other] | $[Amount] | [Yes/No] | [MM/DD/YYYY] | [__] |
Coverage Type | Limit | Additional Insured (Yes/No) | Certificate Due Date | Certificate Reference ID |
[General liability/Other] | $[Amount] | [Yes/No] | [MM/DD/YYYY] | [__] |
[Auto/Other] | $[Amount] | [Yes/No] | [MM/DD/YYYY] | [__] |
Coverage Type
Limit
Additional Insured (Yes/No)
Certificate Due Date
Certificate Reference ID
[General liability/Other]
$[Amount]
[Yes/No]
[MM/DD/YYYY]
[__]
[Auto/Other]
2. Parties and Effective Date
This Indemnity Agreement (“Agreement”) is entered into on [Date], by and between:
Indemnifying Party: [Full Legal Name], located at [Address] (“Indemnifier”).
Indemnified Party: [Full Legal Name], located at [Address] (“Indemnitee”).
Effective Date: [Date].
3. Scope of Indemnity
Indemnifier shall indemnify, defend, and hold harmless Indemnitee and its [officers/employees/agents] from and against Claims arising out of: [Specify covered risks/activities].
Covered Losses include: [damages/costs/expenses/attorney’s fees/other].
4. 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.
5. Notification of Claims
Indemnitee shall provide prompt written notice of any Claim to Indemnifier at: [Notice Address/Email].
Failure to notify shall not relieve Indemnifier of obligations unless material prejudice results.
6. Defense and Settlement
Indemnifier may assume control of the defense of any Claim, subject to Indemnitee’s right to participate with counsel of its choice at its own expense.
Indemnifier shall not settle any Claim without Indemnitee’s prior written consent if the settlement admits fault or imposes obligations beyond monetary payment.
7. Exclusions and Carve-Outs
This indemnity does not apply to Losses caused by the gross negligence or willful misconduct of the Indemnitee.
Additional exclusions (if any): [List exclusions].
8. Limitations of Liability
Indemnifier’s liability under this Agreement shall be limited to [Amount/Unlimited], except for obligations arising from fraud, willful misconduct, or gross negligence.
9. Duration
This Agreement remains in effect from the Effective Date until [End Date/Termination Event], unless terminated earlier by mutual written consent.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.
11. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions related to indemnity obligations.
Any amendments must be in writing and signed by both Parties.
12. Signatures
Indemnifying Party: ___________________________ Date: ____________
Name & Title: _________________________________
Indemnified Party: ____________________________ Date: ____________
Insurance Contact (Optional): ___________________ Date: ____________ Name/Title: [Name, Title]
Coverage Type | Limit | Additional Insured (Yes/No) | Certificate Due Date | Certificate Reference ID |
[General liability/Other] | $[Amount] | [Yes/No] | [MM/DD/YYYY] | [__] |
[Auto/Other] | $[Amount] | [Yes/No] | [MM/DD/YYYY] | [__] |