This is to protect against a lawsuit if one pet harms another pet. Legal Fees. Please refresh the page and try again, Boilerplate: Standard Contract Provisions, Do Not Sell or Share My Personal Information. 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. Can you check and try again? If the other side wants you to sign a one-way indemnification clause, you should also probably talk to an attorney. Other names for indemnity agreements include: [Company/Business/Individual Name] shall fully indemnify, hold harmless and defend _______ and its directors, officers, employees, agents, stockholders and Affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorneys fees and costs), whether or not involving a third party claim, which arise out of or relate to any act or omission of [Company/Business/Individual Name]., Before hiring a contractor, a construction business might make contractors sign an indemnity agreement to protect against lawsuit if a contractor is injured due to negligence. For more information, visit theCompanys website at www.global-indemnity.com. Australia Upon the occurrence of any Event for which you may become entitled to indemnity in accordance with the above, the Company shall make available to you, from time to time, the amounts of money required to cover the various expenses and other payments involved in the handling of any legal proceedings against you in connection with such Event, including investigation proceedings, so that you will not be required to pay or finance such amounts by yourself, all subject to the terms and conditions set forth in this Letter of Indemnity. Like many contractual provisions, contract indemnities come in all shapes and sizes. Ardour represents and warrants to the Company that Ardour is a broker-dealer registered with the Financial Industry Regulatory Authority, and has all such other licenses or registrations with such state or foreign governmental or quasi-governmental authorities or agencies as are required in connection with the performance of this agreement by Ardour. If you were indemnified, your client would be responsible for covering any costs related to damages, including vet fees and legal proceedings. The contract also has a standard indemnification clause that promises to hold you harmless from any losses or damages, including attorney fees, incurred as a result of the writer's breach of the agreement. Sydney NSW 2000 In effect, this clause indemnifies the parties on a unilateral or reciprocal basis (as the case may be). +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote. STRICT LIABILITY AND NEGLIGENCE) FOR LOST PROFITS OR REVENUES, LOSS OR INTERRUPTION OF USE, LOST OR DAMAGED DATA. This section remains in full force and effect even after termination of the Agreement by its natural termination or early termination by either party. To claim under the indemnity doesn't require a breach of contract. Upon the occurrence of an instance for which you may be entitled to indemnification as set forth above, the Company will provide you, from time to time, with the money required to cover the expenses and other payments related to handling any legal proceeding against you as related to the said instance, including investigation proceedings, whereby you will not be required to pay or financing them yourself, including the provision of guarantees and collateral, all subject to the terms and provisions set forth in this Letter of Indemnity. Indemnity Clauses Examples: IP Rights, third parties, & hold harmless 5. Each party shall indemnify the other party from any and all claims, causes of action, suits, damages or demands whatsoever, arising out of any breach of this agreement by the indemnifying party. In the sample indemnification above, the term "to the extent arising out of" effectively provides this limitation. So what does it mean? The event might lead to special risk or exposure that justifies special attention. deliver to the indemnifying partyall legal pleadings and other documents reasonably necessary to indemnify ordefend the indemnifiable proceeding. A hold harmless agreement forces you to think about these risks in advance and put measures in place to protect you if something happens. Do you secretly worry you, Fourteen years ago, our founder,Corban Enns began Surety Solutionswith the sole purpose of creating a, Are you just getting started in Insurance Content Creation? One day, a customer renting out your truck rear-ends another car causing a car accident. 41 Free Indemnification Agreements (Word) The term indemnification is typically used in reference to a person's actions and this refers to compensation for damage done or loss caused by an individual. Cooperation. In the sample indemnification above, the term "to the extent arising out of" effectively provides this limitation. If you have experience writing business contracts and understand the legalese, you can probably draft your own indemnification clause. The Indemnitee agrees to wholly cooperate with the Indemnifier in the defense of any claim or action against it that the Indemnitee seeks to be Indemnified for, including but not limited to, providing the Indemnifier with all available information related to the claim or action, responding to reasonable requests from the Indemnifier for information, documentation, and the like, etc. "Each party agrees to indemnify, defend, and hold harmless the other party from and against any loss, cost, or damage of any kind (including reasonable outside attorneys' fees) to the extent arising out of its breach of this Agreement, and/or its negligence or willful misconduct.". The attorney listings on this site are paid attorney advertising. There are certain exceptions, however: Indemnifications should always be drafted clearly, as ambiguity is most often resolved by courts in favor of the indemnifying party. Remember, any indemnity must be tailored to your specific needs. The licensor may not actually own or have the right to license the intellectual property rights which are being paid for under the contract (the purchaser or the licensee). 11/07/2016 (AquaBounty Technologies, Inc.). Indemnification Indemnity Obligation. Save my name, email, and website in this browser for the next time I comment. The Parties agree that the Indemnified Party will be indemnified from the following: The Parties agree that the below exceptions are applicable for the indemnity of the Indemnified Party: The Parties agree on the following points. General Indemnity The Company agrees to indemnify and hold harmless the Purchasers (and their respective directors, officers, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Purchasers as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. Lehi, Utah 84043 You can limit the right to seek indemnification to a specific time period (for instance, up to two years after the contract term). Most comprehensive library of legal defined terms on your mobile device, All contents of the lawinsider.com excluding publicly sourced documents are Copyright 2013-, Defined Terms Unlimited Indemnity Rules of Interpretation No Limitation. Sydney NSW 2000 The interpretation of the meaning of hold harmless will depend on the other provisions in the contract, because indemnities, like all other clauses, are interpreted within the context of the entire contract, not just as standalone provisions. Build document automations that allow you, your staff, and your clients to auto-populate contract templates. It includes terms and conditions, clauses, and signatures. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. Notice of Claim. +52 55 5985 3005, Brazil Lehi, Utah 84043 +61 2 8310 4319, 8th Floor South Each Party shall indemnify, defend and hold harmless the other Party and its Affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys fees and the cost of any recalls) incurred by or rendered against the other Party or its Affiliates, employees or directors in any Third Party claim made or suit brought to the extent resulting from any of the following: (i) a breach by such Party or any of the subcontractors retained by such Party of its obligations, representations and warranties pursuant to this Agreement (except to the extent that such claim or suit is based on the other Partys negligence or breach of its representations and warranties, or its other obligations under this Agreement); (ii) the breach by such Party of its obligations under this Agreement; (iii) the negligence or willful misconduct of such Party or its subcontractors in connection with the Product; or (iv) solely with respect to Perrigo, Perrigo's or its Affiliate's manufacture outside of the Product Specifications, use or sale of the Product. Links to such Third Party Materials are for your convenience and does not constitute an endorsement of such Third Party Materials. It allows me to work quickly, get something straight from my head and out into the public., 2500 Executive Parkway 7.The Companys undertakings under this Letter of Indemnity shall be broadly interpreted and in a manner intending to uphold them and comply, to the extent permitted under the law, with the purposes of this Letter of Indemnity. Sample Indemnity/Hold Harmless Provision Contractors - Pierce County, WA Indemnity can be a complicated legal subject. This protects the surety company should a loss or. Indemnification Agreement Format 7. Weve worked with legal experts and proofreaders to create a simple indemnification agreement template for you to use repeatedly in your dealings. Learn about the different types of indemnity agreements here. Insurance Thought Leaders In The Digital Space Carrie Reynolds (The Insurance Goddess), Arthur J. Gallagher & Co. Acquires Surety Solutions, Insurance Thought Leaders In The Digital Space Chris Paradiso. Contracts I've found it very easy to use. It is emphasized that the Company shall not demand any securities from you as condition for the transfer of the above amounts. 4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys' fees) caused by any . The Parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated throughout by their signatures below: ______________________________________________, ______________________________________________________________________________________________________________. Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The parties to a contract might agree that damage to a third party should be indemnified. Slight changes in wording can result in big effects. This Indemnity Agreement (the Agreement) is entered into ____________________ (the Effective Date), by and between ________________________, with an address of _____________________________ (the Indemnitee) and _________________, with an address of _______________________________, (the Indemnifier), individually referred to as Party and collectively the Parties.. Consent to Settlement. Indemnification which includes defense and hold harmless provisions are fundamental to well-drafted contracts since these clauses stipulate which party provides compensation for loss that may result. Dealer shall indemnify, defend, and hold harmless Company, its partners, agents and employees, and their respective successors and assigns of, for, from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines and expenses, including, but not limited to, reasonable attorneys fees and costs, to the extent resulting from or arising out of (a)any wrongful or negligent act, error, or omission committed by Dealer or its employees, (b)the failure of Dealer to observe and comply with any state or federal law or regulation applicable to the business conducted by Dealer pursuant to this Agreement, and (c)the material breach by Dealer of any of the terms of this Agreement. Introduction. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys fees. Here is a sample pet kennel indemnity agreement. Examples of limitation of liability clauses in contracts - Afterpattern +55 21 4040 4623, How Ice Miller Adopted the Cloud Completely Remote. The Parties each represent that they have the authority to enter into this Agreement. Click below to download our free indemnification agreement form. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party. Pet kennels might have owners sign an indemnity agreement before leaving their pet overnight. It allows me to work quickly, get something straight from my head and out into the public., 2500 Executive Parkway Hopefully, after reading this post, you see just how critical it is to understand both sides of an indemnification agreement. 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. Required fields are marked *. Indemnification is most often referred to as to hold harmless, usually in reference to ones actions. 5.1.Mutual Indemnification. An Indemnity Agreement can help protect you or your business from lawsuits stemming from someone else's negligence. Before getting a surety bond, Obligees must sign an indemnity agreement. Put simply, indemnity is security or protection against a loss. They can include mutual indemnification clauses and one-sided indemnification clauses. Protect yourself or your client by using this indemnity agreement template to establish financial responsibility. CONTRACTOR AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. Governing Law and Jurisdiction. The obligations of the Indemnifying Party under this Indemnity Agreement shall last in perpetuity. This would protect the landlord from any loss or damages that the tenant might cause to the property. 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. Reverse Indemnity Reverse indemnity allows indemnifying parties to file claims against if the third party doesn't pay. IN CONSIDERATION and as a condition of the Indemnifier and the Indemnitee entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Indemnifier and the Indemnitee agree as follows: Indemnified Activity. Indemnification Clauses in Commercial Contracts - Thomson Reuters Listing the Indemnifying Partys employees, agents, contractors or guests, etc. will hold them responsible for acts of these individuals in addition to their own acts. Example: Third Party Indemnity Clause. Contact us for legal advice on indemnities on +44 20 7036 9282 or contact@hallellis.co.uk to speak to an expert contract solicitor. The writer would also be required to cover all of the losses and expenses you incur as a result of the infringement claim. +44 20 3129 9324, Mexico Lehi, Utah 84043 A simple indemnification agreement template (also known as a hold harmless agreement) Sections to hold harmless a company or business for any burden, loss, or damage Created (and approved) by legal experts Get the Sample Indemnification Agreement Indemnification Agreement (a)IN NO EVENT SHALL ECOM BE LIABLE TO RESELLER, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION. 10.1 We shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Sage Service in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights, and will indemnify you from any damages, legal fees . Rental car companies often have drivers sign an indemnity agreement before driving the car off the lot. An indemnification clause or an indemnification provision is a contractual clause used to shift costs, expenses and liability from one party to the other. There was a problem with the submission. Additional filters are available in search. Printable Indemnification Agreement in PDF 9. A typical example of indemnification is compensation. Copyright 2023 Surety Solutions, A Gallagher Company. This is to protect against a lawsuit if one pet harms another pet. Sample 1 Sample 2 Sample . The information provided on this site is not legal advice, does not constitute a lawyer referral service, and no attorney-client or confidential relationship is or will be formed by use of the site. The service provider shall indemnify the customer against all actions, claims, losses and expenses in respect of loss or damage to third party property arising from the services supplied by the service provider. [PARTY A] Indemnity - 3rd Party IP Infringement, [PARTY A] Indemnity - 3rd Party Product Liability, [PARTY B] Indemnity - 3rd Party IP Infringement. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. 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. In case any claim arises in consideration with the scope of this Agreement, the Indemnifying Party will have to pay for the Indemnified Partys counsel chosen by the Indemnified Party himself/herself. +52 55 5985 3005, Brazil The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incu. This could exist in the form of professional fees such as medical, legal, or financial. Mutual Indemnification. We use cookies to improve our website and analyse how visitors use our website. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. However, one day one of the dogs youre walking attacks another dog. Indemnification is most often referred to as 'to hold harmless', usually in reference to one's actions. It acts as a form of insurance and lets . Sample Broad Form Indemnification ^To the fullest extent of the law, Consultant shall indemnify, defend and hold harmless Client, its officers, employees, agents, representatives, consultants, and contractors from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities Use our free Hold Harmless (Indemnity) Agreement template to limit responsibility for harm or damages that may occur. What's in this template? Free Indemnity Agreement - Create, Download, and Print - LawDepot Each party will defend and indemnify the other party against any third party claim or action for personal bodily injury, including death, to the extent directly caused by the indemnifying party 's gross negligence or willful misconduct in the course of performing its obligations under the Agreement. Contact Surety Solutions, A Gallagher Company, 4285 Commercial Street SESuite 110Salem, OR 97302. The Indemnifier will hold harmless and indemnify the Indemnitee against any and all claims and actions arising out of the participation of the Indemnitee in the Activity, including, without limitation, Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any liability, suit, action, loss, . THE FOREGOING INDEMNITY SHALL BE THE CONTRACTORS SPECIAL INDEMNIFICATION.. The supplier agrees to indemnify and hold harmless the customer against all claims arising in respect of any injury, death, sickness or ill-health caused to or suffered by the customer and its personnel as a result of performance or non-performance of this Agreement. Other terms include: We acknowledge that your hold harmless agreement template may need to be modified depending on your circumstances. In an example where you could assume the risk for something youre not directly responsible for, youll likely need an indemnity agreement. [PARTY A] shallindemnify each Holder, the partners, officers, and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each other Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act, the Exchange Act, or other federal or state Law (each, a "Holder Indemnified Person"), the partners, officers, and directors of [PARTY A], any underwriter (as defined in the Securities Act) for [PARTY A] and each other Person, if any, controlling [PARTY A] or underwriter within the meaning of the Securities Act, the Exchange Act, or other federal or state Law (each, a "[PARTY A] Indemnified Person"). This Indemnification Agreement (hereinafter referred to as the. When contractors hire out labour to other businesses, client businesses often request indemnities to cater for the risks that employees of the subcontractor may look to make against the client business.