Free Hold-Harmless (Indemnity) Agreement

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Select Your Governing Law

Governing Law

Your Indemnity Agreement will be governed by the laws of District of Columbia. Also, it will be tailored to meet the specific laws and regulations of District of Columbia.
Frequently Asked Questions

Which governing law should I choose?Normally, the governing law is the place in which the parties to the agreement reside or where the property is located or the service is performed. Where legislation is similar, the choice of jurisdiction may not make a difference but in some cases there may be advantages to choosing one jurisdiction over another.What is the difference between a Hold-Harmless and an Indemnity Agreement?A Hold-Harmless Agreement is legally known as an Indemnity Agreement.
Your Hold-Harmless (Indemnity) AgreementUpdate Preview

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (the "Agreement") made as of this 2nd day of September, 2014 (the "Execution Date"),

BETWEEN:


____________________ of _________________________

(the "Indemnitee")

OF THE FIRST PART

and


____________________ of _________________________

(the "Indemnifier")

OF THE SECOND PART

BACKGROUND:

  1. The Indemnitee desires protection against any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity.
  2. The Indemnifier wishes to minimize any hardship the Indemnitee might suffer as the result of any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity.

IN CONSIDERATION and as a condition of the Indemnifier and the Indemnitee entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Indemnifier and the Indemnitee agree as follows:

  1. Definitions
  2. The following definitions apply in the Agreement:
    1. "Activity" means the following:
      ___________________________________________________________
      ___________________________________________________________
      ___________________________________________________________
      ___________________________________________________________

    2. "Expenses" means all costs incurred in the defense of any claim or action brought against the Indemnitee including attorneys' fees.
    3. "Notice of Claim" means a notice that has been provided by the Indemnitee to the Indemnifier describing a claim or action that has or is being brought against the Indemnitee by a Third Party.
    4. "Notice of Indemnity" means a notice that has been provided by the Indemnitee to the Indemnifier describing an amount owing under this Agreement by the Indemnifier to the Indemnitee.
    5. "Parties" means both the Indemnitee and the Indemnifier.
    6. "Party" means either the Indemnitee or the Indemnifier.
    7. "Third Party" means any person other than the Indemnifier and the Indemnitee.
  3. Indemnification
  4. The Indemnifier will hold harmless and indemnify the Indemnitee against any and all claims and actions arising out of the participation of the Indemnitee in the Activity, including, without limitation, Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any liability, suit, action, loss, or damage arising or resulting from the Indemnitee's participation in the Activity, subject to the limits on indemnification described in the section titled Exceptions to Indemnification. Where prohibited by law, the above indemnification does not include indemnification of the Indemnitee against a claim caused by the negligence or fault of the Indemnitee, its agent or employee, or any third party under the control or supervision of the Indemnitee, other than the Indemnifier or its agent, employee or subcontractors.
  5. In the case of a criminal proceeding, the Indemnitee will not be indemnified by the Indemnifier.
  6. Exceptions to Indemnification
  7. The Indemnitee will not be entitled to indemnification from the Indemnifier for any Expenses, judgments, fines, settlements and other amounts incurred as the result of the Indemnitee's participation in the Activity where:
    1. in the case of a civil claim, the Indemnitee did not act in good faith and in a reasonable manner;
    2. the claim or action is of a criminal nature;
    3. the actions or conduct of the Indemnitee constituted wilful misconduct or was knowingly fraudulent or deliberately dishonest;
    4. the Indemnitee will or has received payment under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except where payment under this insurance policy, clause, bylaw or agreement is not sufficient to fully indemnify the Indemnitee in which case the Indemnifier will be responsible for any shortfall in payment received; or
    5. an action or proceeding was initiated in whole or in part by the Indemnitee whether alone or along with one or more other claimants unless the action or proceeding has the written consent of the Indemnifier.
  8. Notice of Claim
  9. In the event of any claim or action, the Indemnitee will promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier within five (5) business days of the commencement of any legal proceedings relating to the claim or action. The Indemnitee will provide the Indemnifier with all available information known to the Indemnitee relating to the claim or action.
  10. Authorization of Indemnification
  11. In any case where the Indemnitee requires indemnification, the Indemnifier will make the determination of whether indemnification is appropriate having given consideration to the terms described in the Exceptions to Indemnification section. If the Indemnitee disagrees with the determination of the Indemnifier then the matter must be referred for review and determination to independent legal counsel reasonably satisfactory to the Indemnitee. In all cases the Indemnifier will bear all costs of any independent determination.
  12. The Indemnifier will bear the burden of proving that indemnification is not appropriate.
  13. The termination of any claim or action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption that the person did not act in good faith and in a reasonable manner.
  14. Assumption of Defense
  15. On being notified of any impending action or claim, the Indemnifier may, at its own Expense, participate in the defense of any action or claim and may, alone or with any other indemnifying party, assume the defense against the action or claim using counsel that are reasonably satisfactory to the Indemnitee.
  16. Once the Indemnifier has notified the Indemnitee of the intention to assume the defense, the Indemnifier will no longer be liable to the Indemnitee for any further legal or other Expenses subsequently incurred by the Indemnitee in relation to the defense of the claim. Once the Indemnifier provides notice to the Indemnitee that the defense of claim has been assumed by the Indemnifier, the Indemnitee may employ or continue to employ its own legal counsel however any fees or Expenses incurred by the Indemnitee subsequent to the notice of assumption of defense by the Indemnifier will be the sole responsibility of the Indemnitee.
  17. Failure to Defend
  18. If the Indemnifier elects not to assume the defense against the claim or action then the Indemnitee may defend against the claim or action in any manner the Indemnitee deems appropriate. The Indemnifier will promptly reimburse the Indemnitee for Expenses, judgments, fines, settlements and any other amounts actually and reasonably incurred in connection with the defense of the claim or action subject to the limits on indemnification described in the section titled Exceptions to Indemnification.
  19. Settlement and Consent of Indemnifier
  20. The Indemnitee will not settle any claim or action without first obtaining the written consent of the Indemnifier. The Indemnifier will not be liable for any amounts paid in settlement of any claim or action where written consent of the Indemnifier was not first obtained. The Indemnifier will not unreasonably withhold consent to any settlement.
  21. Settlement and Consent of Indemnitee
  22. The Indemnifier will not settle any claim or action without first obtaining the written consent of the Indemnitee. The Indemnitee will not unreasonably withhold consent to any settlement.
  23. Cooperation
  24. The Indemnifier agrees to cooperate in good faith and use best efforts to ensure that the Indemnitee is indemnified and reimbursed for any and all Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the defense of any claim or action resulting from the participation of the Indemnitee in the Activity.
  25. The Indemnitee agrees to cooperate in good faith and provide any and all information within the Indemnitee's power as required for the defense of any claim or action and also to provide any and all information within the Indemnitee's power as required to help in a determination of indemnification as described under the Authorization of Indemnification section.
  26. The remainder of this document will be available when you have purchased a license.

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