Free Hold Harmless Agreement Template

HOLD HARMLESS AND INDEMNITY AGREEMENT This Hold Harmless and Indemnity Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”), BETWEEN: [Indemnitor Name], with a principal place of business at [Indemnitor Address] (the “Indemnitor”); AND [Indemnitee Name], with a principal place of business at [Indemnitee Address] (the “Indemnitee”). The Indemnitor and the Indemnitee may be referred to individually as a “Party” and collectively as the “Parties.” 1. BACKGROUND AND PURPOSE The Indemnitor will carry out the following activity, work or event: [Activity or Work Description] (the “Activity”) at [Property or Venue Address] (the “Premises”) during [Term or Activity Dates]. The Activity is related to the following agreement, if any: [Underlying Agreement Reference] (the “Underlying Agreement”). This Agreement allocates responsibility between the Parties for claims arising from the Activity. 2. TYPE OF INDEMNITY (MARK ONE) ☐ Option A – Unilateral. Only the Indemnitor gives the indemnity in Section 3 in favor of the Indemnitee. ☐ Option B – Mutual. Each Party gives the indemnity in Section 3 to the other Party with respect to Claims caused by its own acts or omissions, and each Party is treated as the Indemnitor for that purpose. If no option is marked, Option A applies. 3. HOLD HARMLESS AND INDEMNIFICATION To the fullest extent permitted by law, the Indemnitor will indemnify, defend and hold harmless the Indemnitee and its owners, officers, employees and agents (the “Indemnified Parties”) from and against all Claims arising out of or related to the Activity, to the extent caused by the negligent acts or omissions, breach of this Agreement or willful misconduct of the Indemnitor or its employees, subcontractors, guests or invitees. 4. SCOPE OF COVERED CLAIMS “Claims” means third-party claims, demands, lawsuits, losses, damages, fines, penalties, judgments, settlements and reasonable attorney fees and costs, relating to: (a) bodily injury, illness or death; (b) damage to or loss of property, including the Premises; (c) violation of applicable laws or permits by the Indemnitor; and (d) [Additional Covered Claims]. 5. EXCLUSIONS The Indemnitor has no obligation under this Agreement for Claims to the extent caused by: (a) the negligence, gross negligence or willful misconduct of any Indemnified Party; (b) pre-existing defects of the Premises not caused by the Indemnitor; (c) [Additional Exclusions]. Where both Parties contribute to a Claim, responsibility is shared in proportion to fault. Some jurisdictions, particularly for construction contracts, restrict or prohibit indemnifying a party for its own negligence; this Agreement is limited to the extent required by those laws. 6. DUTY TO DEFEND The Indemnitor will defend any Claim covered by this Agreement at its own expense, using counsel reasonably acceptable to the Indemnitee. The Indemnitee may participate with its own counsel at its own cost. The Indemnitor will not settle any Claim in a way that admits fault on behalf of, or imposes obligations on, an Indemnified Party without that party’s prior written consent, which will not be unreasonably withheld. 7. NOTICE OF CLAIMS AND COOPERATION The Indemnitee will notify the Indemnitor in writing of any Claim within [Notice Period for Claims] days after becoming aware of it. A delay in notice relieves the Indemnitor only to the extent it is materially prejudiced by the delay. The Parties will cooperate reasonably in the investigation and defense of Claims and preserve relevant records. 8. INSURANCE Before the Activity starts and throughout its duration, the Indemnitor will maintain the following insurance with reputable insurers: [Required Insurance Coverage and Limits]. Where available, the Indemnitee will be named as an additional insured on the Indemnitor’s general liability policy. The Indemnitor will provide certificates of insurance on request. Insurance does not limit the Indemnitor’s obligations under this Agreement. 9. LIMITATION OF LIABILITY Except for Claims involving bodily injury, death or willful misconduct, the Indemnitor’s total liability under this Agreement is limited to [Indemnity Cap or Limit], or, if no limit is stated, to the amount permitted by law. Neither Party is liable to the other for indirect or consequential damages, except to the extent they form part of a third-party Claim covered by this Agreement. 10. TERM AND SURVIVAL This Agreement starts on the Effective Date and applies to Claims arising from events that occur during [Term or Activity Dates]. The obligations in Sections 3 to 7 survive the end of the Activity for [Survival Period], or for the applicable limitation period if longer and permitted by law. 11. RELATIONSHIP TO OTHER AGREEMENTS If this Agreement conflicts with the Underlying Agreement regarding indemnity or insurance, this Agreement prevails unless the Underlying Agreement expressly states otherwise. This Agreement does not create a partnership, joint venture or employment relationship between the Parties. 12. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement is governed by the laws of [Governing Law / Jurisdiction], without regard to conflict-of-law principles. The courts located in [Governing Law / Jurisdiction] will have exclusive jurisdiction over disputes arising out of or relating to this Agreement, unless the Parties agree in writing to mediation before litigation. 13. GENERAL PROVISIONS (a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous agreements on that subject. (b) Amendments. Modifications must be in writing and signed by both Parties. (c) Severability. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will remain in effect. (d) Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. (e) Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, including electronic signatures, each of which will be deemed an original. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. INDEMNITOR Name: [Indemnitor Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________ INDEMNITEE Name: [Indemnitee Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________