Simple indemnity clause example We paid a combined purchase price of approximately $18 million. Contractor shall indemnify and hold harmless Owner, its parents and Affiliates, and their respective partners, shareholders, members, agents, employees, officers, directors, and lenders and Financial Institutions (collectively, the “Owner Indemnitees”) from and against: (i) any and all Third Party Claims and all damages, liabilities, losses, costs and expenses An indemnity agreement is an general form of agreement in which one party is obligated to protect or save another from financial hardship due to a loss. Indemnity agreements are found commonly in construction contracts. com Search Indemnity contract clauses from contracts filed with the Securities and Exchange Commission. 1 Mutual Indemnity. Dec 26, 2024 · An Indemnity Agreement is also known as: Hold-Harmless Agreement; No-Fault Agreement; Assignment of Indemnity; For a simpler agreement, you can also use a Release of Liability or an Activity Waiver. For example, one party might agree to let another party use their home to throw a reception. All documents are 100% free to download & print, even commercially. THIS INDEMNITY AGREEMENT (the “Agreement” or this “Indemnity Agreement”), is made and entered into as of this date, by and between party name 1 (the “Indemnifying Party”), a state corporation, with a registered office located at address and party name 2, a state corporation, with a registered office located at address (the . You can also see Lease Agreements. Indemnity clauses provide for financial recovery if a specific or named risk or event in the contract comes to pass. An Indemnity Agreement enables to transfer risk from one party to another easily. Aug 9, 2023 · The indemnification clause below provides an example of broad, unilateral indemnification language for breaches of representations, warranties, covenants, omissions, and other contractual violations by a company or its affiliates and related parties. Since September 2015, through five acquisitions, we have acquired one insurance company, UCS, three insurance brokerage firms, and a majority stake in a fourth insurance brokerage firm. It consists of all the points necessary to consider. Here is What's in the Indemnification Agreement: 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 Indemnity Clauses in Contracts. Below are some examples as to when an indemnity clause would be used in a contract or situation to protect the party beng indemnified: Free Indemnity Agreement template. Indemnification clauses set these limits. 1. From insurance transactions to contracts for the supply of goods and services, indemnity clauses are a necessary yet somewhat complex provision to include in your contracts. Each Party shall, to the extent allowed by law, defend, indemnify and hold harmless the other from and against any and all claims, losses, causes of action, judgments, damages and expenses to the extent caused by the negligent actions or omissions of the indemnifying party, its employees, officers, or agents for which the indemnifying Party would be liable in law or equity. Here is an article that goes further into indemnity clauses. Business people enter into indemnity agreement samples with other parties to protect themselves against employee lawsuits or claims for damages to goods or vehicles. If you’re unsure if you should sign an indemnification agreement, consult with a legal professional to ensure the contract is fair and reasonable. In this context, there are several types: 1. A solid indemnity agreement should include a thorough description of the activity or activities sought to be indemnified. This section should be as detailed as possible. Jan 24, 2024 · Indemnity clauses are very useful contractual provisions that are common in many kinds of agreements, especially commercial agreements. 2. 4. 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 untrue or alleged untrue statement of material fact Dec 14, 2023 · How to Write a Hold Harmless (Indemnity) Agreement; Hold Harmless Agreement Sample; What Is a Hold Harmless Agreement? A hold harmless agreement is a legal contract that transfers risk from one party, the indemnitee, to another party, the indemnifier. It is crucial to contact an attorney to obtain legal advice 8. Indemnification Clause. No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expre ssly and in writing. Indemnification clauses are used frequently in the real world. Indemnity Agreement for Directors and Executive Officer Mutual Indemnity. Since indemnification means “to hold harmless’ and without reason as in an agreement, it moves the cost from one party to another. The Employer shall indemnify and hold the Union harmless against any and all claims , demands, suits or liabilities that may arise solely out of the Employer’s application of this Policy . Contractor’s Indemnity. An indemnity agreement should be signed by the indemnifying party and indemnified party. Nonprofit Indemnification Clause Best Practices Provide for indemnity with the entire agreement in view. subject to the terms and conditions set forth in section 17, each party (an “indemnifying party”) shall indemnify, hold harmless, and defend the other party, its affiliates and their respective owners, officers, directors, employees, agents, successors and permitted assigns (collectively, “indemnified party”) from and against any and all claims, losses Indemnification. The “indemnified” party is the party protected; the “indemnifier” is the party that must save the other from financial hardship when a disaster strikes. Additionally, we have contributed approximately $11. Each Party (the“Indemnifying Party”) hereby agrees to indemnify, hold harmless and defend the other Party, its directors, officers, employees, affiliates, contractors, partners, shareholders, invitees and agents (each an“Indemnified Party”) against any and all liabilities, suits, judgments, settlements, obligations, fines, damages, penalties, claims, costs Jan 6, 2025 · Types of Indemnity Agreements. You can have two types of indemnification clauses: The loss will not be confronted by the one who was not in the fault. May 5, 2023 · An indemnification provision, also known as a "hold harmless provision," is a clause used in contracts, including business agreements, to shift potential costs from one party to the other. mutual indemnification. 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 Indemnity Clause. As of March 13, 2019, UCS is 12+ Sample Indemnity Agreement Templates. Indemnification -- The basic one-way Sponsor indemnity, where Sponsor wrote the protocol and includes liability for claims arising from our performance of our obligations and Sponsor’s use of the study results. The clause should be drafted in a way that is consistent with the overall purpose and intent of the agreement and should allocate risk in a way that For example, if a buyer purchases an alpha hydroxy acid for skin cream and later determines it has a higher acid content than represented, the indemnification clause may require the seller to compensate the buyer for any losses incurred as a result of the higher acid content, such refunds or lawsuits. 25 million in statutory capital to UCS. Indemnity. The Board recognizes that as a general principle it has an obligation to its employees to indemnify them from damages and costs incurred by them as a result of actions or prosecutions brought against employees acting in the ordinary course of their duties. - 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 _____. Broad form indemnity agreements (this is also commonly refererred to as the “no-fault” agreements), is always common among construction contracts wherein any instances of damages or injuries will be placed on to the sub-contractors. Indemnification -- A standard mutual indemnity, where University indemnifies Sponsor with respect to negligence, and Sponsor indemnifies University with respect to University - 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. The extent of the risk might be unknown, and not even be capped by an exclusion of liability in the contract An indemnity agreement sample distributes risk and expense when either party has committed Breach of Contract, Default or Misconduct. Indemnification Clause Examples. These documents can also protect against liabilities, losses, claims, or damages but might work better for short-term business relationships. General Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. When developing indemnification clauses, consider the entire agreement between the parties. These dealings can also be handled by agents providing they have the appropriate authorizations. The Company agrees to indemnify the Warrant Agent and save it harmless agains See full list on contractscounsel. Common Mistakes and Consequences of not using an Indemnification Agreement Indemnification laws can be complicated. The event might lead to special risk or exposure that justifies special attention. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation. Download our simple template for Word, PDF or Google Docs. The purpose of a hold harmless agreement is to minimize the risk of a potential lawsuit by 1. Oct 2, 2024 · An Indemnity Agreement can be used in a wide range of situations, including the indemnitee providing or receiving services, allowing the indemnifier to use their property, or entering into a contractual agreement. The indemnity Agreement template in word document consists of all the information and the format which needs to be followed in right way. ybvcbcojdxrhrzwxbgrfsylrxntwpivgrldryxzeidvlbftjlztipoatygio