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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Hold Harmless and Indemnification Agreement is a standalone contract in which one party (the indemnitor) agrees to assume responsibility for and protect another party (the indemnitee) against specified losses, damages, claims, and legal costs — including defense costs — arising from particular activities, conditions, or relationships. Broader than a liability waiver (which only releases claims) — this agreement actively shifts risk and requires the indemnitor to step in and defend the indemnitee. Commonly required by property owners, event sponsors, and commercial tenants before authorizing activities on their premises. Fill out this free hold harmless / indemnification agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Indemnification Terms.
This Hold Harmless and Indemnification Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Indemnitor"), and ______________, located at ______________ ("Indemnitee").
WHEREAS, Indemnitee is willing to allow, permit, or authorize the following activity or condition: ______________ (the "Activity"); and
WHEREAS, as a condition of Indemnitee's authorization of the Activity, Indemnitor agrees to assume responsibility for and indemnify Indemnitee against all risks and claims arising from or related to the Activity, as set forth herein;
NOW, THEREFORE, in consideration of Indemnitee's authorization of the Activity and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Indemnitor hereby agrees to indemnify, defend with counsel of Indemnitee's choosing, and hold harmless Indemnitee and its officers, directors, members, employees, agents, successors, and assigns (collectively, "Indemnitee Parties") from and against any and all claims, suits, demands, actions, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorney's fees and litigation costs) of any kind or nature, arising out of, related to, or resulting from: (a) the Activity; (b) Indemnitor's acts, omissions, negligence, or willful misconduct in connection with the Activity; (c) any breach of this Agreement by Indemnitor; (d) any bodily injury or property damage caused by Indemnitor, Indemnitor's employees, contractors, agents, or invitees in connection with the Activity; or (e) property damage claims arising in connection with the Activity.
Upon receipt of written notice from Indemnitee of any claim, demand, or suit covered by this Agreement, Indemnitor shall, at its own expense, promptly assume the defense of such claim or suit using legal counsel reasonably acceptable to Indemnitee. Indemnitee shall cooperate reasonably in the defense of any such claim. Indemnitor shall not settle any claim without the prior written consent of Indemnitee if such settlement imposes any obligation, restriction, or liability on Indemnitee.
No specific insurance is required under this Agreement; however, Indemnitor is encouraged to maintain adequate liability insurance for activities contemplated herein.
Indemnitor acknowledges and accepts all risks associated with the Activity, whether foreseen or unforeseen, and voluntarily assumes all such risks on behalf of itself, its employees, agents, contractors, and invitees participating in or associated with the Activity.
Indemnitor represents and warrants that: (a) Indemnitor has the legal authority to enter into this Agreement; (b) all individuals and entities associated with Indemnitor's conduct of the Activity are aware of, and agree to, the terms of this Agreement; (c) the Activity shall be conducted in full compliance with all applicable laws, regulations, and safety standards; and (d) Indemnitor shall promptly notify Indemnitee of any incident, accident, injury, or claim arising from the Activity.
Indemnitor's obligations under this Agreement are independent of any insurance coverage maintained by either party. The insolvency, bankruptcy, or refusal of any insurance carrier to pay a claim shall not relieve Indemnitor of its indemnification obligations under this Agreement.
This Agreement shall remain in effect from ______________ and shall continue until all claims arising from the Activity have been fully resolved, regardless of when the Activity occurs or concludes.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.
BY SIGNING BELOW, INDEMNITOR ACKNOWLEDGES THAT IT HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT, AND VOLUNTARILY AGREES TO ITS TERMS.