Restaurant Indemnification Agreement

This Restaurant Indemnification Agreement (the "Agreement") is made and entered into as of [Month Day, Year] (the "Effective Date"), by and between [Your Company Name] (the "Indemnified Party"), and [Your Partner Company Name / Second Party] (the "Indemnifying Party").

1. Purpose

The purpose of this Agreement is to outline and establish the terms under which the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from any and all liabilities, damages, and legal expenses incurred due to the actions or negligence of the Indemnifying Party. This Agreement aims to protect the financial stability and operational integrity of the restaurant by ensuring that the Indemnified Party is not unduly burdened by third-party actions.

2. Indemnification

The terms outlined in this section govern the indemnification responsibilities designed to protect the Indemnified Party from financial harm resulting from the actions of the Indemnifying Party:

a. Bodily Injury and Property Damage: The Indemnifying Party agrees to indemnify, defend, and hold harmless the Indemnified Party against any claims, damages, losses, or expenses related to bodily injury, death, or property damage caused by the Indemnifying Party’s actions or negligence.

b. Breach of Agreement: The Indemnifying Party is also responsible for any legal repercussions stemming from a breach or alleged breach of this Agreement or any false representation or failure to uphold any warranty or covenant made under this Agreement.

c. Legal Violations: Any violation of laws, regulations, or ordinances committed by the Indemnifying Party during their engagement with the restaurant will necessitate indemnification covering all resultant legal and financial repercussions.

d. Product or Service Defects: The Indemnifying Party will indemnify against losses resulting from any defects in the products or services they provide, which could include food safety issues or failures in service delivery.

e. Other Acts or Omissions: Furthermore, any other acts or omissions by the Indemnifying Party that result in financial damage to the Indemnified Party will be covered under this indemnification agreement.

3. Exceptions to Indemnification

The Indemnifying Party is not obligated to cover losses that arise from the gross negligence or willful misconduct of the Indemnified Party. Additionally, the indemnity does not extend to situations where the Indemnified Party has knowingly and intentionally failed to adhere to applicable laws, regulations, or guidelines.

4. Limitation of Liability

This Agreement shall not be construed to impose any financial obligation on the Indemnifying Party beyond the scope of indemnification explicitly outlined herein. The maximum liability of the Indemnifying Party shall not exceed the aggregate amount of [USD Amount], excluding potential attorney's fees and court costs, unless otherwise mandated by applicable law or judicial order.

5. Notice of Claims

Upon becoming aware of a claim or potential claim that may necessitate indemnification, the Indemnified Party is required to promptly provide written notice to the Indemnifying Party. This notice must detail the nature, basis, and expected amount of the claim, including all pertinent information and documentation. The timely delivery of this notice is crucial as any delay in notification that prejudices the Indemnifying Party's ability to defend against or mitigate the claim may result in a reduction or elimination of the indemnification obligation.

6. Term of Agreement

This Agreement shall remain in effect until terminated by either Party upon thirty (30) days' written notice to the other Party. The termination of this Agreement shall not affect the indemnification obligations for claims arising prior to the termination date, which shall survive the termination of this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State]. Any disputes arising out of or related to this Agreement shall be resolved through negotiations in good faith between the parties. If such negotiations fail, the parties may seek resolution through the courts of [State].

8. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, representations, and agreements, whether written or oral, between the parties. Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties.

Indemnified Party:

[Your Name]
[Your Company Name]

Indemnifying Party:

[Indemnifier's Name]
[Indemnifier's Company Name]