Free Indemnity Agreement Template
Indemnity Agreement
This Indemnity Agreement ("Agreement") is made and entered into as of September 24, 2050, by and between [Your Name], having its principal place of business at San Francisco, CA 94102 ("Indemnifying Party"), and Johann Harvey, having its principal place of business at San Francisco, CA 94102 ("Indemnified Party").
1. Indemnification Obligation
The Indemnifying Party agrees to indemnify, defend, and hold harmless the Indemnified Party and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) ("Losses") arising out of or relating to:
(a) Any violation or non-compliance of the terms and conditions outlined in this Agreement by the party who is liable for indemnification;
(b) Any negligent or intentional act or omission that is carried out by the Indemnifying Party, or by its employees, agents, or representatives; or
(c) Any claim, demand, suit, or proceeding made or brought against the Indemnified Party by a third party alleging that any product, service, or material provided by the Indemnifying Party infringes or misappropriates any intellectual property rights or violates any applicable law.
2. Procedures
(a) Prompt Notice: The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim, demand, suit, or proceeding for which indemnity is sought under this Agreement. Failure to provide such notice shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that such failure materially prejudices the defense of such claim.
(b) Defense and Settlement: The Indemnifying Party shall have the right to assume the defense and control of any such claim, demand, suit, or proceeding at its own expense and with counsel of its choosing. The Indemnified Party shall have the right to participate in the defense of any such claim, demand, suit, or proceeding with counsel of its choosing at its own expense.
(c) Settlement: The Indemnifying Party shall not settle any claim, demand, suit, or proceeding for which indemnity is sought under this Agreement without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed.
3. Limitation of Liability
Under no circumstance shall the Party who is responsible for indemnifying (hereafter referred to as the "Indemnifying Party") be held accountable or required to pay any form of damages that are categorized as special, consequential, incidental, indirect, or punitive to the Party that is being indemnified (hereafter referred to as the "Indemnified Party").
This declaration is deemed applicable to all aspects, circumstances, and clauses of this Agreement. It holds regardless of whether the emergence of these damages is due to a breach of the contract at hand, is a consequence of tort (inclusive of incidents in which negligence is an evident factor), or due to any other causes or contributing events.
Even in situations where the Indemnifying Party was informed, warned, or advised in advance of the occurrence or possibility of such damages, the standing provisions stated above will continue to remain in effect.
4. Governing Law and Jurisdiction
The present agreement will be regulated and interpreted in accordance with the laws of a specified jurisdiction.
In the event of any conflict, disagreement, or issue emerging from or related to this agreement, it will solely and exclusively be subject to the legal authority and jurisdiction of the courts that are situated in that specific jurisdiction.
5. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
[Your Name]
September 24, 2050
Johann Harvey
September 24, 2050
