Real Estate Hold Harmless Agreement

This Hold Harmless Agreement ("Agreement") is made on [Month Day, Year], by and between [Your Company Name], a real estate corporation with its primary location at [Your Company Address] ("Seller"), and [Client Name], an entity with its main residency located at [Client Address] ("Buyer"). Collectively known as the "Parties".

WHEREAS, the Seller is the owner of the real estate property located at [Property Address] ("Property");

WHEREAS, the Buyer desires to purchase the Property from the Seller;

WHEREAS, the Parties wish to establish a clear understanding regarding the allocation of responsibility for claims, damages, or losses related to the Property after the sale has been completed;

WHEREAS, the Seller desires to protect itself from any future claims or liabilities arising from the Buyer’s use or ownership of the Property;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the parties agree as follows:

I. Property Description

The property subject to this Agreement is located at [Property Address] and is more particularly described as follows:

Property Type:	Commercial Building
Lot Size:	5,000 square feet
Building Size:	2,000 square feet
Zoning Classification:	Commercial
Key Features:	Modern HVAC system

II. Hold Harmless Provision

1. Indemnification: The Buyer agrees to indemnify, defend, and hold harmless the Seller, including its agents, employees, officers, and affiliates, from and against any and all claims, demands, losses, liabilities, damages, costs, or expenses arising out of or related to the Buyer’s ownership, use, or occupancy of the property after the closing date of the sale.

2. Scope of Liability: This indemnification includes, but is not limited to, claims related to:

   • Property Condition: Any issues with the condition or state of the property, including defects or repairs needed.

   • Environmental Conditions: Any environmental issues or contamination affecting the property.

   • Legal Claims: Any legal actions or disputes arising from the Buyer’s use or possession of the property.

   • Personal Injury or Property Damage: Any personal injury or property damage occurring on or around the property.

III. Exclusions

The Exclusions of this Agreement specifies the circumstances under which the Seller is not obligated to indemnify or hold harmless the Buyer. This is essential to delineate the limits of the indemnification and ensure clarity regarding the responsibilities of each party.

1. Seller’s Own Negligence: The indemnification provided under this Agreement does not extend to claims or liabilities resulting from the Seller’s own negligence.

2. Willful Misconduct: Claims arising from willful misconduct by the Seller are also excluded from the indemnification provisions. Willful misconduct refers to intentional wrongful actions or deliberate disregard for the rights or safety of others. If the Seller engages in fraudulent activities, intentional misrepresentation, or any actions meant to deceive or harm, these are not covered under this Agreement.

3. Pre-existing Conditions: Any claims related to conditions or defects that existed prior to the sale and were not disclosed by the Seller but are related to the Buyer’s use or ownership of the property are excluded.

4. Post-Sale Modifications: The Agreement excludes any claims resulting from modifications, improvements, or alterations made by the Buyer after the sale is completed. If the Buyer makes changes to the property that lead to new issues or damages, such as renovations or repairs, the Seller is not liable for these consequences.

IV. Terms of Agreement

1. Effective Date: This Agreement will become effective on the date of execution by both parties and will continue in full force and effect after the closing of the sale of the property.

2. Duration: The indemnification obligations under this Agreement will survive the closing of the sale and remain in effect for a period of fifty (50) years.

V. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of [State]. Any disputes arising under this Agreement will be subject to the jurisdiction of the courts located in [County/State].

VI. Miscellaneous

1. Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings related to the subject matter hereof.

2. Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

3. Assignment: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Seller Signature:

[Your Name]

[Job Title]

[Your Company Name]

[Month Day, Year]

Buyer Signature:

[Client Name]

[Job Title]

[Company Name]

[Month Day, Year]

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