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What is an Indemnity Agreement?

If you're working with another business or a separate third party, what happens if someone gets hurt? You can avoid liability issues before they happen with an Indemnity Agreement. An Indemnity Agreement can help protect you or your business from lawsuits stemming from someone else's negligence.

When to use an Indemnity Agreement:

  • You're allowing someone to use your property and you want to be protected against damages caused by the other party.
  • You're hiring someone to provide services for yourself or your business.
  • You want to protect someone from being sued by others because of your activities.

Sample Indemnity Agreement

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This INDEMNITY AGREEMENT (this "Agreement") is made effective on by and between the (hereinafter, ""), of , , and (hereinafter, ""), of , , . and are sometimes individually referred to as "Party" and collectively referred to as the "Parties."'


WHEREAS, desires to use 's property located at , (the "Property") ; and


WHEREAS, in exchange for making the Property available to for such purposes, desires to indemnify from any claims and/or litigation arising out of the 's use of the Property.


NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and hereby agree as follows:




1. Indemnification. shall fully defend, indemnify, and hold harmless from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever ( including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of , its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers . This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and any reimbursements to for all legal fees, expenses, and costs incurred by it.


2. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the actual legal power, right, and authority to make this Agreement and bind each respective Party.


3. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.


4. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.


5. Attorneys' Fees and Costs. If any legal action or other proceeding is brought in connection with this Agreement, the successful or prevailing Party, if any, shall be entitled to recover reasonable attorneys' fees and other related costs, in addition to any other relief to which that Party is entitled. In the event that it is the subject of dispute, the court or trier of fact who presides over such legal action or proceeding is empowered to determine which Party, if any, is the prevailing party in accordance with this provision.


6. Entire Agreement. This Agreement contains the entire agreement between the Parties related to the matters specified herein, and supersedes any prior oral or written statements or agreements between the Parties related to such matters.


7. Enforceability, Severability, and Reformation. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under law.


8. Applicable Law. This Agreement shall be governed exclusively by the laws of , without regard to conflict of law provisions.


9. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of . Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue.


10. Signatures. This Agreement shall be signed on behalf of by , and on behalf of by , and effective as of the date first written above.




By: Date:




By: Date:



Indemnity Agreement FAQs

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  • What is the purpose of an Indemnity Agreement?

    The purpose of an Indemnity Agreement is to protect one person or entity from liability based on the actions of another person or entity (also called a "party" in legal terms). An Indemnity Agreement can be used in a variety of situations, such as when one party is using the property or facilities of another, one party is performing services for another, or one party is participating in an activity hosted by another party.

  • What is an indemnity example?

    One indemnity example involves loaner cars. If an individual signs an agreement with an indemnity clause and gets into an accident with a loaner car, then that individual will be solely responsible for the costs associated with the accident. The entity who loaned the individual the loaner car is protected from any liability.

  • What happens when you indemnify someone?

    When you indemnify someone, you are agreeing to compensate another person or entity for any damages, losses, or injuries that result from activities specified in the Indemnity Agreement. An individual or business might be willing to take on that responsibility if doing so makes it possible to use another person's prime property to shoot an important scene in a film, for example. The property owner might be willing to let the filmmaker film on her property, but she may well insist on an Indemnity Agreement that ensures the filmmaker will pay for any injuries that happen if there's an accident on the set.

  • What is an indemnity in law?

    In legal terms, indemnity can be defined as an agreement where one party agrees not to hold another party responsible for any damage or liability that may occur during a transaction.

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