Indemnification Agreement Template

We’ve worked with legal experts and proofreaders to create a simple indemnification agreement template for you to use repeatedly in your dealings.

Free Indemnification Agreement Sample

We’ve worked with legal experts and proofreaders to create a simple indemnification agreement template for you to use repeatedly in your dealings.

What’s in this template?

Click below to download our free indemnification agreement form

What is the purpose of an indemnification agreement?

Indemnification is not a common word used in everyday life. Yet, most contracts have some sort of reference to indemnification. So what does it mean?

An indemnification agreement (also known as a hold harmless agreement) is a legally binding contract that holds a business harmless for any burden loss or damage done by the person or entity. An indemnification agreement also ensures that compensation is given to recoup any losses and damages.

Indemnity can be a complicated legal subject.

DISCLAIMER: We are not lawyers or a law firm and we do not provide legal, business or tax advice. We recommend you consult a lawyer or other appropriate professional before using any templates or agreements from this website.

Get access to our Indemnification Agreement Sample

Hopefully, after reading this post, you see just how critical it is to understand both sides of an indemnification agreement. That’s why we’ve created a template to make it super easy for you to get protection in your business.

Click below to download our template today

Examples of indemnity

In an example where you could assume the risk for something you’re not directly responsible for, you’ll likely need an indemnity agreement. Let’s look at some cases below.

You take out a home insurance policy where you pay a monthly premium as part of your agreement. In the event that your house burns down from a natural disaster, the insurance company is responsible for covering costs to bring the house back to its original state.

You run a dog walking business where clients pay you to walk their dogs. However, one day one of the dogs you’re walking attacks another dog. If you were indemnified, your client would be responsible for covering any costs related to damages, including vet fees and legal proceedings.

Why is an indemnity agreement important?

An indemnity agreement is essential as many business relationships that result in some shared risk. A hold harmless agreement forces you to think about these risks in advance and put measures in place to protect you if something happens.

Without an indemnification agreement, parties will likely blame each other when issues arise, resulting in expensive lawsuits.

The challenge with hold harmless agreements is that they can be written in a one-sided way. That’s why it’s worth engaging with attorneys when assessing these clauses to ensure the deal is reasonable and fair for all parties.

Get access to our Indemnification Agreement Sample

Click below to download our template today

The elements of a great hold harmless agreement form

Indemnification agreements can be long and confusing—below, we break down three crucial questions to answer when developing your contract.

1. What are you being indemnified for?

The most vital part of your indemnification agreement is deciding what you want to be indemnified for. This involves analyzing all of the possible risks associated with your business model.

If, for example, you’re providing financial advice to clients, what are the risks? Or, if you make baby strollers, what are the risks?

As you go deeper into this exercise, you’ll quickly realize just how many risks are associated with even the most “harmful” businesses.

Pull industry data, customer feedback, user testing results, whatever information you can gather to develop an accurate list of what you can reasonably be indemnified for.

2. What are the exceptions?

The basis of a good indemnification agreement is to be fair towards all parties. That means sharing the risk with other stakeholders. In this section of your hold harmless agreement, you need to determine what exceptions you’re willing to make if any issues arise. What damages are you prepared to share, and on what basis?

3. How will you be indemnified?

This is the part of your agreement where you need to get into the nitty-gritty of how you will be indemnified if something happens. A typical example of indemnification is compensation. Meaning, a party will cover the costs of damages for another party. This could exist in the form of professional fees such as medical, legal, or financial.

Work with an attorney to figure out all of the ways in which you wish to be reasonably indemnified, then include this in your agreement.

Frequently Asked Questions

FAQ about Indemnification Agreements

What’s the difference between a letter of indemnity and an indemnification agreement?

A letter of indemnity (LOI) is a legal document that guarantees provisions will be met between two or more parries. An LOI is most commonly used by third-parties such as banks and insurance companies where they outline indemnity terms in the form of a letter between their clients.
An indemnification agreement, on the other hand, is a contractual document directly between the parties, with no intermediaries.

Who should sign an indemnity agreement?

An indemnity agreement should be signed by the indemnifying party and indemnified party. These dealings can also be handled by agents providing they have the appropriate authorizations.
If you’re unsure if you should sign an indemnification agreement, consult with a legal professional to ensure the contract is fair and reasonable.

Is an indemnification agreement the same as a hold harmless agreement?

Yes, indemnification agreements are the same as hold harmless agreements. Other terms include:

Release of liability
No-fault agreement
Waiver of liability

Can I edit your indemnification agreement template?

We acknowledge that your hold harmless agreement template may need to be modified depending on your circumstances. That’s why we’ve made our form available in Word so you can make modifications as required.
If you intend to make significant changes to your contract template, we recommend you consult with a legal professional to ensure your document remains compliant.

document preview

Indemnification Agreement

Parties

– This Indemnification Agreement (hereinafter referred to as the “Agreement”) is entered into on ______________ (the “Effective Date”), by and between __________________________, with an address of ______________ (hereinafter referred to as the “Indemnifying Party”) and with an address of ______________ (hereinafter referred to as the “Indemnified Party”) (collectively referred to as the “Parties”).

Indemnity

– The Parties agree that the Indemnified Party will be indemnified from the following:

______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________

Indemnity Exceptions

– The Parties agree that the below exceptions are applicable for the indemnity of the Indemnified Party:

______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________
______________________________________________

Agreement

– The Parties agree on the following points.

The Indemnified Party will be indemnified from any claims, judgements, actions or otherwise when it comes to the costs of attorney/defense fees related to the agreement between the Parties. This extends to the Indemnifying Party’s representatives, agents, employees and more.
In case any claim arises in consideration with the scope of this Agreement, the Indemnifying Party will have to pay for the Indemnified Party’s counsel chosen by the Indemnified Party himself/herself.
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
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Amendments

– The Parties agree that any amendments made to this Agreement must be in writing and they must be signed by both Parties to this Agreement.

– As such, any amendments made by the Parties will be applied to this Agreement

Governing Law

– This Agreement shall be governed by and construed in accordance with the laws of ______________.

Alternative Dispute Resolution

– Any dispute or difference whatsoever arising out of or in connection with this Agreement shall be submitted to ______________ (Arbitration/mediation/negotiation) (Circle one) in accordance with, and subject to the laws of, ______________

Representation And Warranties

– The Parties agree and disclose that they are authorized fully for entering this Agreement. Both Parties’ performances and obligations are not to violate the rights of any third party or else violate other, if any, agreements made between them and/or any other organization, person, business or law/governmental regulation.

Limitation Of Liability

– Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) in case such is not related to the direct result of one party’s negligence or breach.

Severability

– In an event where any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then the remaining provisions will remain to be enforced in accordance with the Parties’ intention.

Signature And Date

– The Parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated throughout by their signatures below:

Indemnifying Party

Name: ______________________

Signature: ___________________

Date: _______________________

Indemnified Party

Name: ______________________

Signature: ___________________

Date: _______________________

Related Proposals and Templates

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