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Hold Harmless Agreement

1. Parties

This Hold Harmless Agreement (the "Agreement") is made and entered into as of the __ day of ____, 20__ (the "Effective Date"), by and between Homenick Construction Company, a [state] corporation with a principal place of business at [address] ("Indemnitor"), and [Client], a [state] corporation, with a principal place of business at [address] ("Indemnitee").

2. Purpose

The purpose of this Agreement is to limit the liability of the Indemnitor for specific situations arising from or related to the demolition and site preparation services provided by the Indemnitor for the construction of a commercial building located at [property address], as described in the scope of work attached hereto as Exhibit A (the "Services").

3. Scope and Extent of Indemnification

3.1. Indemnity

Subject to the terms and conditions of this Agreement, the Indemnitor shall indemnify, defend, and hold harmless the Indemnitee, its officers, directors, agents, employees, successors, and assigns from and against any and all losses, liabilities, damages, claims, demands, judgments, costs, and expenses (including reasonable attorneys' fees) (collectively "Claims") arising out of or in connection with the Services, including but not limited to:

• a) any personal injury or property damage sustained by third parties;


• b) any breach of the Indemnitor's obligations, representations, or warranties of this Agreement;


• c) any alleged or actual violation of federal, state, or local laws, rules, or regulations; and,


• d) any damage or injury caused by the negligence, willful misconduct, or omissions by the Indemnitor, its employees, agents, or subcontractors.

3.2. Limitations

The Indemnitor's obligation to indemnify, defend, and hold harmless the Indemnitee under this Agreement shall not apply to the extent that any Claim:

• a) is caused by the gross negligence or willful misconduct of the Indemnitee, its officers, directors, employees, or agents;


• b) arises from the Indemnitor's compliance with directions, designs, or specifications furnished by the Indemnitee that are determined to be unlawful, not in compliance with applicable laws or regulations, or inherently dangerous; or,


• c) results from any conflict or inconsistency in the agreement between the Indemnitor and Indemnitee that is not expressly resolved in writing by the parties.

4. Notice and Defense of Claims

4.1. Notice

Upon becoming aware of any Claim that may give rise to indemnification under this Agreement, the Indemnitee shall provide the Indemnitor with prompt written notice of the Claim, together with a description of the underlying facts and circumstances, and any available supporting information.

4.2. Defense

At its own expense, the Indemnitor shall assume the defense of any Claim with counsel reasonably acceptable to the Indemnitee. The Indemnitee may, at its own expense, participate in the defense of any Claim and have counsel represent its interests. The Indemnitor shall not, without the prior written consent of the Indemnitee, which shall not be unreasonably withheld, delayed or conditioned, settle or compromise any Claim if such settlement or compromise would impose any liability or restriction on, or require any admission of wrongdoing by, the Indemnitee.

5. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the United States and the laws of the State of [state], without regard to its conflict of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the courts of the State of [state] or the United States District Court [district], and the parties hereby irrevocably consent to and submit to the personal jurisdiction and venue of those courts.

6. Miscellaneous

6.1. Entire Agreement

This Agreement, including any attachments and exhibits hereto, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes and extinguishes all prior agreements and understandings, whether written or oral, with respect to the subject matter hereof.

6.2. Amendments and Waivers

No modification, amendment, or waiver of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party to be charged. No failure or delay by any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

6.3. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement. The remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the intentions of the parties.

6.4. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement, in duplicate, by their duly authorized representatives as of the date first above written.

__________________________ __________________________
[Indemnitor's Name] [Indemnitee's Name]
Homenick Construction Company [Client]
By: _______________________ By: ______________________
Title: ______________________ Title: ___________________
Date: ______________________ Date: ____________________