Legal HS Document Template

Legal HS Document Template

This Hold Harmless and Indemnity Agreement (the Agreement) is entered into as of by and between Party A Name: (Entity Type: Individual Corporation LLC ), located at , and Party B Name: (Entity Type: Individual Corporation LLC ), located at .

Recitals

WHEREAS, Party A and Party B desire to engage in the activity described as (the Activity); and

WHEREAS, the parties wish to allocate responsibility for claims, losses, costs and liabilities arising out of the Activity and to establish procedures for defense and settlement of Claims; and

WHEREAS, each party acknowledges that the assumptions of risk and indemnity obligations set forth in this Agreement are bargained-for allocations of risk and a material inducement to the parties entering into this Agreement.

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

1. Definitions

a) "Claims" means all claims, suits, actions, demands, liabilities, obligations, judgments, awards, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees, court costs and expert fees) whether at law, in equity or otherwise.

b) "Indemnified Parties" means the party seeking indemnity and its officers, directors, employees, agents and affiliates.

2. Indemnification

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party and its Indemnified Parties (collectively, the Indemnified Party) from and against any and all Claims arising out of or resulting from: (i) the negligence, willful misconduct or breach of this Agreement by the Indemnifying Party; (ii) any violation of law by the Indemnifying Party in the performance of the Activity; or (iii) any bodily injury (including death) or property damage caused by the Indemnifying Party, its employees, agents or contractors in connection with the Activity. This indemnity applies regardless of any concurrent negligence of the Indemnified Party, except to the extent such Claim is finally adjudicated to have been caused solely by the willful misconduct or gross negligence of the Indemnified Party.

The indemnity set forth in this Section 2 includes reasonable costs of investigation, settlement and defense, including attorneys' fees, and shall survive termination of this Agreement.

3. Defense and Settlement

If a Claim is asserted against an Indemnified Party that is subject to indemnity hereunder, the Indemnified Party shall give prompt written notice to the Indemnifying Party. The Indemnifying Party shall have the right to assume and control the defense and settlement of such Claim at its sole cost and expense, provided that the Indemnifying Party shall not, without the Indemnified Party's prior written consent, settle any Claim that would impose any equitable or monetary obligation on the Indemnified Party or require any admission of wrongdoing. The Indemnified Party may, at its option and expense, participate in the defense with counsel of its choosing.

4. Insurance

Each party shall, at its own cost, maintain insurance customary for the Activity and sufficient to cover its obligations under this Agreement, including commercial general liability insurance with minimum limits of per occurrence. Each party shall furnish certificates of insurance upon request and shall ensure that such insurance contains a waiver of subrogation in favor of the other party to the extent permitted by law.

5. Limitation of Liability

Except for indemnification obligations, willful misconduct, or gross negligence, neither party shall be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of either party to the other for any and all Claims arising under or related to this Agreement shall not exceed .

6. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated by mutual written agreement or as otherwise provided herein. Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice if the breach remains uncured at the expiration of such period.

7. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement, that the execution and delivery of this Agreement have been duly authorized by all necessary action, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8. Compliance with Laws

Each party shall comply with all applicable federal, state and local statutes, regulations and ordinances in the performance of its obligations under this Agreement, including without limitation all safety and environmental laws applicable to the Activity.

9. Notices

Notices to Party A

Notices to Party B

All notices shall be in writing and shall be deemed given when delivered in person, when sent by certified mail return receipt requested, or when delivered via overnight courier to the addresses set forth above (or such other addresses as a party may designate by notice).

10. Amendments and Waiver

No amendment or modification of this Agreement shall be effective unless made in a written instrument signed by authorized representatives of both parties. No waiver of any breach hereunder shall be effective unless in writing. A single waiver shall not constitute a continuing waiver or a waiver of any other breach.

11. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

12. Entire Agreement

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, both written and oral, between the parties.

13. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the parties shall endeavor to substitute for any invalid or unenforceable provision a valid and enforceable provision that achieves, to the greatest extent possible, the economic, legal and commercial objectives of the invalid or unenforceable provision.

14. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

Additional Terms

Sign Now