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What is Indemnity Agreement?

Indemnity Agreement An Indemnity Agreement outlines the terms of indemnification, where one party agrees to protect another from certain losses or liabilities, specifying indemnification conditions and limits.



Sample template:



Indemnity Agreement


This Indemnity Agreement (the "Agreement") is made effective as of [DATE], by and between Emily J Parker ("Indemnitor") and James L Anderson ("Indemnitee"), both of whom are collectively referred to herein as the "Parties."

1. Indemnification

1.1. Scope of Indemnity


The Indemnitor hereby agrees to indemnify, defend, and hold harmless the Indemnitee from and against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorney's fees) arising out of or related to any act, error, omission, or any breach of any representation or warranty by the Indemnitor set forth in this Agreement or arising out of the Indemnitor's activities conducted under any other agreement between the Parties.



1.2. Notification of Claim


The Indemnitee shall promptly notify the Indemnitor in writing of any claim, demand, or action for which indemnity may be sought under this Agreement. The Indemnitor shall have control of the defense and settlement of any such claim, demand, or action, provided that the Indemnitee shall have the right, at its own expense, to participate in the defense and settlement of any such claim, demand, or action with counsel of its own choosing.



1.3. Settlement and Cooperation


The Indemnitor shall not settle any claim, demand, or action without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned, or delayed. The Indemnitee shall provide reasonable cooperation to the Indemnitor in the defense and settlement of any such claim, demand, or action.



2. Limitations and Exclusions

2.1. Limitations


Notwithstanding any provision in this Agreement to the contrary, the indemnification obligations of the Indemnitor shall not apply to the extent any loss, liability, claim, damage, cost, or expense arises from:



(a) the gross negligence, bad faith, willful misconduct, or fraud of the Indemnitee;


(b) the violation of any applicable law or regulation by the Indemnitee; or


(c) any material breach of this Agreement by the Indemnitee.



2.2. Exclusions


The Indemnitor shall not be liable under this Agreement for any consequential, special, incidental, indirect, punitive, or exemplary damages, including without limitation, damages for loss of profits or business, even if the Indemnitee has been advised of the possibility of such damages.



3. Term and Termination

3.1. Term


This Agreement shall commence on the date first set forth above and shall continue in full force and effect until terminated by either Party upon written notice to the other, provided that the termination of this Agreement shall not affect any indemnification obligations that have arisen prior to the date of termination.



3.2. Survival


The provisions of Sections 1, 2, and 4 shall survive the termination of this Agreement for any reason.



4. Miscellaneous

4.1. Governing Law


This Agreement shall be governed by and construed in accordance with the laws of the United States and the laws of the applicable state, without regard to its conflicts of laws principles.



4.2. Entire Agreement


This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written, between the Parties relating to the subject matter hereof.



4.3. Severability


If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nonetheless continue in full force and effect without being impaired or invalidated in any way. The Parties agree to replace any invalid, void, or unenforceable provision with a valid and enforceable provision that most closely approximates the original intent and economic effect of the invalid, void, or unenforceable provision.



4.4. Amendment


This Agreement may be amended or modified only by a written instrument executed by both Parties.



4.5. Counterparts


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



IN WITNESS WHEREOF, the Parties have executed this Indemnity Agreement as of the date first set forth above.

___________________________ ___________________________
Emily J Parker (Indemnitor) James L Anderson (Indemnitee)

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Sections of an Indemnity Agreement


In this Indemnity Agreement, you will see the following sections:

  1. Indemnification
  2. Limitations and Exclusions
  3. Term and Termination
  4. Miscellaneous


Going indepth - Analysis of each section:

  1. Indemnification : This section explains that the Indemnitor (Emily) agrees to protect and compensate the Indemnitee (James) for any losses, liabilities, claims, damages, costs, and expenses that may arise due to the Indemnitor's actions or breaches of the agreement. It also outlines the process for notifying the Indemnitor of any claims and how the defense and settlement of such claims will be handled.

  2. Limitations and Exclusions : This section sets boundaries on the Indemnitor's obligations. It states that the Indemnitor will not be responsible for any losses or damages caused by the Indemnitee's gross negligence, bad faith, willful misconduct, fraud, violation of laws, or material breach of the agreement. Additionally, the Indemnitor will not be liable for any indirect or consequential damages, such as loss of profits or business.

  3. Term and Termination : This section states that the agreement begins on a specific date and continues until either party decides to terminate it in writing. However, any indemnification obligations that arose before the termination date will still be in effect. Certain sections of the agreement, such as indemnification, limitations, and exclusions, will continue to be valid even after the agreement is terminated.

  4. Miscellaneous : This section covers various additional terms, such as the governing law, the fact that this agreement is the entire understanding between the parties, and how to handle any invalid or unenforceable provisions. It also explains that the agreement can only be amended in writing and can be executed in counterparts (separate copies).

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