Indemnification Agreement (Free Sample)

This Indemnity Agreement (the “Agreement”) is entered into ____________________ (the “Effective Date”), by and between ________________________, with an address of _____________________________ (the “Indemnitee”) and _________________, with an address of _______________________________, (the “Indemnifier”), individually referred to as “Party” and collectively “the Parties.”

Where, the Indemnitee seeks protection against any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee’s participation in the Activity. Where, Indemnifier seeks to minimize any hardship the Indemnitee might suffer as the result of any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee’s participation in the Activity.

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:

1. Indemnified Activity. The Indemnitee seeks to be protected from the following Indemnified Activity (the “Activity”):

1. Indemnity. Indemnifier agrees to indemnify and hold harmless the Indemnitee, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the Activity.
2. Exceptions to Indemnification. The Indemnifier shall not be obligated to indemnify Indemnitee for any expenses, judgments, fines, settlements and other obligations incurred as the result of the Indemnitee’s participation in the Activity:
   1. In the case of a criminal proceeding;
   2. In the case of a civil claim where the Indemnitee did not act in good faith and/or in a reasonable manner;
   3. The Indemnitee will or has received payment under a valid and collectible insurance policy or under a valid and enforcement indemnity clause, bylaw or agreement, except where payment under the 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; or
   4. An action or proceeding was initiated in whole in 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 of Indemnifier.

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   The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows: