Теңшелетін жасаңыз Indemnity (Hold Harmless) Agreement

This template was prepared by: Topstone Solicitors (London), Topstone Solicitors

Нұсқаулық

Indemnity has the general meaning of "hold harmless". Indemnity is defined as "a duty to make good any loss, damage, or liability incurred by another (Black's Law Dictionary).

Indemnity Agreement

Subject of the indemnity is:
Add Comment
Cancel
Add Comment
Cancel
THIS INDEMNITY AGREEMENT (this "Agreement") dated
Add Comment
Cancel
BETWEEN:
Add Comment
Cancel
The Indemnifier is:
The Indemnifier will hold harmless and indemnify the Indemnitee against any and all relevant claims.
The Indemnifier will hold harmless and indemnify the Indemnitee against any and all relevant claims.
Add Comment
Cancel
of
Add Comment
Cancel
Add Comment
Cancel
Add Comment
Cancel
( the " Indemnifier ")
Add Comment
Cancel
OF THE FIRST PART
Add Comment
Cancel
and
Add Comment
Cancel
The Indemnitee is:
The Indemnitee is the one who is protected by the Indemnifier and who's loss will be compensated by the Indemnifier.
The Indemnitee is the one who is protected by the Indemnifier and who's loss will be compensated by the Indemnifier.
Add Comment
Cancel
of
Add Comment
Cancel
Add Comment
Cancel
Add Comment
Cancel
( the " Indemnitee ")
Add Comment
Cancel
OF THE SECOND PART
Add Comment
Cancel
( Indemnifier and Indemnitee hereinafter jointly referred to as the "Parties" and individually as the "Party")
Add Comment
Cancel
Background:
Add Comment
Cancel
The Indemnifier wishes to minimise any hardship the Indemnitee might suffer as the result of any personal liability, suit, action, claim, damage or loss that may result from the Indemnitee's participation in the Activity;
Add Comment
Cancel
The Indemnitee desires protection against any personal liability, suit, action, claim, damage or loss that may result from the Indemnitee's participation in the Activity;
Add Comment
Cancel
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:
Add Comment
Cancel
Activity.
Add Comment
Cancel
For the purpose of this Agreement, the "Activity" consists of the following:
Add Comment
Cancel
-
;
Add Comment
Cancel
Add Comment
Cancel
Indemnification.
Add Comment
Cancel
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, but not limited to all costs incurred in the defence of any claim or action brought against the Indemnitee including legal fees (the "Expenses"), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any liability, suit, action, damage or loss arising or resulting from the Indemnitee's participation in the Activity , subject to the limits on indemnification described in the section _____ of this Agreement.
Add Comment
Cancel
Where prohibited by law, the indemnification described in clause _____ of this Agreement does not include indemnification of the Indemnitee against a claim caused by the negligence or fault of the Indemnitee, its agent or employee, or any third party under the control or supervision of the Indemnitee, other than the Indemnifier or its employees, subcontractors or agents.
Add Comment
Cancel
The Indemnifier
indemnify the Indemnitee in the case of a criminal proceeding.
Add Comment
Cancel
Indemnification under this Agreement will be
as to amount.
Add Comment
Cancel
Exceptions.
Add Comment
Cancel
The Indemnitee will not be entitled to indemnification from the Indemnifier for any expenses, judgments, fines, settlements and other amounts actually and reasonably incurred as the result of the Indemnitee's participation in the Activity where:
Add Comment
Cancel
In the case of a criminal action, the Indemnifier has reasonable cause to believe the Indemnitee's conduct was unlawful;
Add Comment
Cancel
The actions or conduct of the Indemnitee constituted wilful misconduct or was knowingly fraudulent or deliberately dishonest;
Add Comment
Cancel
In the case of a civil claim, the Indemnitee did not act in good faith and in reasonable manner;
Add Comment
Cancel
The Indemnitee will or has received payment under a valid and collectable insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except where payment under this insurance policy, clause, bylaw or agreement is not sufficient to fully indemnify the Indemnitee in which case the Indemnifier will be responsible for any shortfall in payment received;
Add Comment
Cancel
An action or proceeding was initiated in whole or in part by the Indemnitee whether alone or along with one or more other claimants unless the action or proceeding has the written consent or the Indemnifier;
Add Comment
Cancel
Add Comment
Cancel
Insurance.
Add Comment
Cancel
The Indemnifier
take out and maintain insurance coverage with an insurer reasonably acceptable to the Indemnitee on terms reasonable and sufficient to indemnify the participation of the Indemnitee in the Activity.
Add Comment
Cancel
Notice of Claim.
Add Comment
Cancel
In the event of any claim or action, the Indemnitee will promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier within
business days of the commencement of any legal proceedings relating to the claim or action. The Indemnitee will provide the Indemnifier with all available information known to the Indemnitee relating to the claim or action.
Add Comment
Cancel
Authorisation.
Add Comment
Cancel
In any case where the Indemnitee requires indemnification, the Indemnifier will make the determination of whether indemnification is appropriate having given consideration to the terms described in the section _____ of this Agreement. In all cases
will bear all costs of any independent determination .
Add Comment
Cancel
The
will bear the burden of proving that indemnification is not appropriate.
Add Comment
Cancel
The termination of any claim or action by judgment, settlement, order, conviction or upon a plea of "nolo contendere" or its equivalent
create a presumption that the person did not act in good faith and in a reasonable manner or, in the case of a criminal action, that the Indemnitee had reasonable cause to believe that the Indemnitee's conduct was unlawful.
Add Comment
Cancel
Assumption of Defence.
Add Comment
Cancel
On being notified of any impending action or claim, the Indemnifier may, at its own Expense, participate in the defence of any action or claim and may, alone or with any other indemnifying party, assume the defence against the action or claim using legal representatives that are reasonably satisfactory to the Indemnitee.
Add Comment
Cancel
Once the Indemnifier has notified the Indemnitee of the intention to assume the defence, the Indemnifier will no longer be liable to the Indemnitee for any further legal or other Expenses subsequently incurred by the Indemnitee in relation to the defence of the claim. The Indemnitee may on receipt of the notice of assumption of defence employ or continue to employ its own legal representatives however any fees or expenses incurred by the Indemnitee subsequent to the notice of assumption of defence by the Indemnifier will be the sole responsibility of the Indemnitee.
Add Comment
Cancel
If the Indemnifier elects not to assume the defence against the claim or action then the Indemnitee may defend the claim or action in any manner the Indemnitee deems appropriate. The Indemnifier will promptly reimburse the Indemnitee for expenses, fines, judgments, settlements and any other amounts actually and reasonably incurred in connection with the defence of the claim or action subject to the limits on indemnification described in the section _____ of this Agreement.
Add Comment
Cancel
Settlement and Consent.
Add Comment
Cancel
The Indemnitee
settle any claim or action without first obtaining the written consent of the Indemnifier. The Indemnifier will not be liable for any amounts paid in settlement of any claim or action if written consent of the Indemnifier was not obtained. The Indemnifier will not unreasonably withhhold consent of any settlement.
Add Comment
Cancel
The Indemnifier
settle any claim or action without obtaining the written consent of the Indemnitee. The Indemnitee will not unreasonably withold consent to settlement.
Add Comment
Cancel
Cooperation.
Add Comment
Cancel
The Indemnifier agrees to cooperate in good faith and use best efforts to ensure the the Indemnitee is indemnified and reimbursed for any and all Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the defence of any claim or action resulting from the participation of the Indemnitee in the Activity.
Add Comment
Cancel
The Indemnitee agrees to cooperate in good faith and provide any and all information within the Indemnitee's power as required for the defence of any claim or action and also to provide any and all information within the Indemnitee's power as required to help in a determination of indemnification as described in section _____ of this Agreement.
Add Comment
Cancel
Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things, which are reasonably necessary (including, without limitation, the delivery by Assignor of any original Trademark registration certificates and all subsequent certificates should they issue to Assignor, including all executed assignment documents relating to this Agreement to Assignee promptly after the date listed above in connection with the performance by the parties of their obligations hereunder and to carry out the intent of the parties hereto.
Add Comment
Cancel
Expenses.
Add Comment
Cancel
No costs, charges or Expenses for which indemnity will be sought under this Agreement may be incurred without the Indemnifier's written consent. Any required consent must not be unreasonably withheld.
Add Comment
Cancel
All reasonable Expenses incurred by the Indemnitee to enforce this Agreement and all costs of defending any third party claims or actions brought against the Indemnitee under this Agreement will be the sole responsibility of the
subject to the limits on indemnification described in the section _____ of this Agreement.
Add Comment
Cancel
The Indemnifier
advance to the Indemnitee any Expenses, including legal fees , incurred by the Indemnitee in defending any action brought against the Indemnitee (the "Advance Payments").
Add Comment
Cancel
The Indemnifier agrees to make the Advance Payments within
days of the written request of the Indemnitee.
Add Comment
Cancel
Advance Payments
be made prior to the disposition of any claim where reasonable and to minimise hardship to the Indemnitee.
Add Comment
Cancel
The Indemnitee agrees to repay to the Indemnifier any advance payments on Expenses where a determination is ultimately made that the Indemnitee's behaviour is not entitled to indemnification for reasons described under the section _____ of this Agreement.
Add Comment
Cancel
Payments.
Add Comment
Cancel
All payments made by the Indemnifier to the Indemnitee will be made in full in immediately available funds within
days of receipt of notice describing an amount owing under this Agreement by the Indemnifier to the Indemnitee (the "Notice of Indemnity").
Add Comment
Cancel
Any Notice of Indemnity must be made in writing and contain a full listing of the items to be covered in the payment. Any payment made by the Indemnifier to the Indemnitee will contain a full list of items covered under the payment.
Add Comment
Cancel
If any remedy or right claimed by the Indemnitee under this Agreement is denied or is not paid by the Indemnifier, or on its behalf, within _____ days after a Notice of Indemnity has been submitted by the Indemnitee to the Indemnifier, the Indemnitee may then bring suit against the Indemnifier to recover any and all unpaid amounts and if successful in whole or in part, the Indemnitee will be entitled to be paid any and all costs related to resolving the claim.
Add Comment
Cancel
Where a determination as described under clause _____ of this Agreement concludes that the Indemnitee's behaviour is not entitled to indemnification, this
create a presumption that the Indemnitee is not entitled to indemnification under this Agreement.
Add Comment
Cancel
Duration.
Add Comment
Cancel
This Agreement will continue
the Indemnitee is or will be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, arbitrational, administrative or investigative that result from the participation of the Indemnitee in the Activity.
Add Comment
Cancel
Subrogation.
Add Comment
Cancel
In the event that any indemnity payment is made under this Agreement, the Indemnifier will be subrogated to the extent of this payment to all of the rights of recovery of the Indemnitee. The Indemnitee will take all action required and provide all information necessary to secure these rights and to fully enable the Indemnifier to take any action to enforce these rights in the recovery of the indemnity payment.
Add Comment
Cancel
Confidential Information.
Add Comment
Cancel
Both Parties agree to keep all information pertaining to this Agreement (the 'Confidential Information') absolutely confidential and protect its release from the public. Both Parties agree not to divulge, reveal, report or use, for any purpose, any of the Confidential Information which the Parties have obtained or which was disclosed to any Party by the other Party as a result of this Agreement. Both Parties agree that if there is any question as to such disclosure then any Party will seek out the other Party prior to making any disclosure of the information of the other Party that may be covered by this Agreement.
Add Comment
Cancel
The Confidential Information will not include information that:
Add Comment
Cancel
Is now or subsequently becomes generally available to the public through no wrongful act of discovering Party;
Add Comment
Cancel
Was rightfully in the possession of any Party prior to the disclosure to such Party by the other Party;
Add Comment
Cancel
Any Party rightfully obtains from a third party who has the right to transfer or disclose it;
Add Comment
Cancel
Add Comment
Cancel
The obligation to ensure and protect the confidentiality of the Confidential Information imposed on the parties in this Agreement and any obligation to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue
from the date of such expiration or termination.
Add Comment
Cancel
Any Party may disclose any of the Confidential Information:
Add Comment
Cancel
To the extent required by law or by the request or requirement of any judicial legislative, administrative or other governmental body;
Add Comment
Cancel
To a third party where other Party has consented in writing to such disclosure;
Add Comment
Cancel
Add Comment
Cancel
If any Party loses or makes unauthorised disclosure of any of the Confidential Information, such Party will immediately notify the other Party and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
Add Comment
Cancel
Assignment.
Add Comment
Cancel
The rights and obligations of the Indemnifier as existing under this Agreement
be assigned in whole or in part to a third party , without the prior written consent of the Indemnitee.
Add Comment
Cancel
The rights and obligations of the Indemnitee as existing under this Agreement
be assigned in whole or in part to a third party , without the prior written consent of the Indemnifier.
Add Comment
Cancel
Notice.
Add Comment
Cancel
All notices or other communications shall be deemed given upon personal delivery to the appropriate address, or if sent by certified or registered mail,
days after the date of mailing to the following:
Add Comment
Cancel
To: Indemnifier.
Add Comment
Cancel
Individual Name:
.
Add Comment
Cancel
Add Comment
Cancel
Phone:
.
Add Comment
Cancel
Email:
.
Add Comment
Cancel
To: Indemnitee.
Add Comment
Cancel
Individual Name:
.
Add Comment
Cancel
Add Comment
Cancel
Phone:
.
Add Comment
Cancel
Email:
.
Add Comment
Cancel
Force Majeure.
Add Comment
Cancel
Neither party shall be responsible for damages to the other party to the extent that a breach of this Agreement (or failure to perform) by such party is due to an act of god, strike or other labour dispute, war, terrorist activity, riot, civil disorder, embargo, fire, flood, weather condition, or any other casualty, beyond the reasonable control of such party (collectively, “Force Majeure”).
Add Comment
Cancel
During any delay in performance due to an event of Force Majeure, the disabled party shall use its reasonable efforts and due diligence to resolve the cause of the delay and to minimise the effects thereof. If any of the obligations of any of the parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure event, then all other obligations of the parties shall continue. Delays or non-performance excused by this provision shall not excuse performance of any other obligation that is outstanding at the time of occurrence.
Add Comment
Cancel
Notwithstanding the preceding, in the event such Force Majeure continues for a period of
consecutive months, either party shall have the right, but not the obligation, to serve a written notice on the other terminating this Agreement in full and each shall have no further obligation whatsoever to the other save that the Indemnifier or the Indemnitee shall continue to be obliged to make payments of monies due hereunder but not paid as at the date of termination.
Add Comment
Cancel
Applicable Law.
Add Comment
Cancel
This Agreement shall be governed by and construed in accordance with
law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales with regard to any dispute or claim arising under this Agreement.
Add Comment
Cancel
Pronouns; Statutory References.
Add Comment
Cancel
All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.
Add Comment
Cancel
Interpretation.
Add Comment
Cancel
In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this agreement was prepared by or at the request of a particular Party or the Party’s counsel.
Add Comment
Cancel
References to this agreement.
Add Comment
Cancel
Numbered or lettered articles, sections and subsections herein contained refer to articles, section and subsections of this Agreement unless otherwise expressly stated.
Add Comment
Cancel
Exhibits.
Add Comment
Cancel
All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.
Add Comment
Cancel
Severability.
Add Comment
Cancel
In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other term or provision, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held invalid, illegal or unenforceable, had never been contained herein.
Add Comment
Cancel
Paragraph Headings.
Add Comment
Cancel
The paragraph headings used herein are descriptive only and shall not affect the meaning or interpretation of this Agreement.
Add Comment
Cancel
Counterparts.
Add Comment
Cancel
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same Agreement.
Add Comment
Cancel
Entire Agreement.
Add Comment
Cancel
This Agreement constitutes the entire understanding between the parties with respect to the subject matter contained herein.
Add Comment
Cancel
Add Comment
Cancel
IN WITNESS WHEREOF, the Parties have duly affixed their signatures on _____
Add Comment
Cancel
SIGNED, SEALED AND DELIVERED
Add Comment
Cancel
__________________________________
Add Comment
Cancel
_____
Add Comment
Cancel
Add Comment
Cancel
Add Comment
Cancel
SIGNED, SEALED AND DELIVERED
Add Comment
Cancel
__________________________________
Add Comment
Cancel
_____
Add Comment
Cancel
Add Comment
Cancel
Add Comment
Cancel
I would like my document reviewed by a solicitor’s office
Topstone Solicitors (London) | Topstone Solicitors
Show More Жасыру
I want to be notified of approaching deadlines (GRATIS!)
Жүйе шарттың жарамдылық мерзімі туралы автоматты түрде хабарлайды.

Бұл құжатты PDF және Word түрінде алыңыз

This Document costs £ 5.90 (£ 5.90 with VAT)

Your Document is Generating, Please Wait.