This Indemnification Agreement ("Agreement") is made and entered into as of [Date] by and between:

Indemnified Party:

    • [Your Name/Business Name]
    • [Your Address]

("Indemnified Party")

Indemnifying Party:

  • [Client Name]
  • [Client Address]

("Indemnifying Party")

WHEREAS, the Indemnified Party and the Indemnifying Party are entering into a separate agreement (the "Primary Agreement") for [Brief description of the purpose of the Primary Agreement].

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

1. Indemnification Obligation

The Indemnifying Party agrees to indemnify, defend, and hold harmless the Indemnified Party, its officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to:

  • Breach of the Primary Agreement: The Indemnifying Party's breach of any provision of the Primary Agreement.
  • Third-Party Claims: Any claims brought by a third party against the Indemnified Parties arising out of or relating to the Indemnifying Party's acts or omissions under the Primary Agreement.
  • Negligence: The Indemnifying Party's negligence, gross negligence, or willful misconduct.

2. Defense and Cooperation

The Indemnifying Party shall have the sole right and obligation to defend any claim subject to indemnification under this Agreement. The Indemnified Parties shall cooperate fully with the Indemnifying Party in such defense.

3. Notice of Claim

The Indemnifying Party shall promptly notify the Indemnified Party in writing of any claim subject to indemnification under this Agreement.

4. Limitation of Liability

The Indemnifying Party's aggregate liability under this Agreement shall not exceed [USD amount] (or specify another limit).

5. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

6. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].

8. Signatures

Indemnified Party:

[Your Signature]

[Your Printed Name]

Indemnifying Party:

[Client Signature]

[Client Printed Name]

Additional Considerations:

  • Scope of Indemnification: You may want to narrow the scope of indemnification to exclude certain types of claims (e.g., losses caused by the Indemnified Party's own negligence).
  • Notice Period: Specify the timeframe within which the Indemnified Party must be notified of a claim.
  • Mutual Indemnification: In some cases, both parties may agree to indemnify each other under certain circumstances.