[{"data":1,"prerenderedAt":511},["ShallowReactive",2],{"document-indemnification-agreement-D13016":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":169,"customdescription":6,"mdFm":170,"mdProseHtml":510},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"INDEMNIFICATION AGREEMENT This Indemnification Agreement (\"Agreement\") is effective as of [DATE], BETWEEN: [NAME OF THE INDEMNIFYING PARTY] (the \"Indemnifier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE INDEMNITEE] (the \"Indemnitee \"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, 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. WHEREAS, the 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. NOW THEREFORE in consideration and as a condition of the Indemnifier and the Indemnitee entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INDEMNIFIED ACTIVITY The Indemnitee seeks to be protected from the following indemnified activity (hereinafter referred to as the \"Activity\"): [SPECIFY ACTIVITY] INDEMNITY The 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. EXCEPTIONS TO INDEMNIFICATION The Indemnifier shall not be obligated to indemnify the Indemnitee for any fines, expenses, judgments, settlements, and other obligations incurred as the result of the Indemnitee's participation in the Activity: In the case of a criminal proceeding; or In the case of a civil claim where the Indemnitee did not act in good faith and/or in a reasonable manner; or If 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 the payment received; or If 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 the Indemnifier. NOTICE OF CLAIM In the event of any claim or action, the Indemnitee must promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier of any legal proceedings relating to the claim or action within [NUMBER OF DAYS] of the Indemnitee's receipt of notice of such proceedings. The Indemnitee must provide the Indemnifier with all known information available to the Indemnitee relating to the claim or action. COOPERATION ​ The Indemnitee agrees to wholly cooperate with the Indemnifier in the defence of any claim or action against it that the Indemnitee seeks to be indemnified for, including but not limited to, providing the Indemnifier with all available information related to the claim or action, responding to reasonable requests from the Indemnifier for information, documentation, and the like",null,"Indemnification Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/sample-doc-for-test-D13016.png","https://templates.business-in-a-box.com/imgs/250px/13016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13016.xml",{"title":15,"description":6},"indemnification agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Release Agreements","/templates/release-agreement/","Indemnification Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13016.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[36,40,44,48,52,56,60,64,68,72,76,80,84,98,113,127,139,157],{"label":37,"url":38,"thumb":39,"extension":10},"Indemnification Agreement For Directors","/template/indemnification-agreement-for-directors-D480","https://templates.business-in-a-box.com/imgs/250px/480.png",{"label":41,"url":42,"thumb":43,"extension":10},"Mutual Indemnification and Hold Harmless Agreement","/template/mutual-indemnification-and-hold-harmless-agreement-D894","https://templates.business-in-a-box.com/imgs/250px/894.png",{"label":45,"url":46,"thumb":47,"extension":10},"Undertaking of Indemnification","/template/undertaking-of-indemnification-D925","https://templates.business-in-a-box.com/imgs/250px/925.png",{"label":49,"url":50,"thumb":51,"extension":10},"Undertaking of Indemnification -  Director","/template/undertaking-of-indemnification--director-D924","https://templates.business-in-a-box.com/imgs/250px/924.png",{"label":53,"url":54,"thumb":55,"extension":10},"Letter of Indemnification to Former Director","/template/letter-of-indemnification-to-former-director-D5172","https://templates.business-in-a-box.com/imgs/250px/5172.png",{"label":57,"url":58,"thumb":59,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":61,"url":62,"thumb":63,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":65,"url":66,"thumb":67,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":69,"url":70,"thumb":71,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":73,"url":74,"thumb":75,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":77,"url":78,"thumb":79,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":81,"url":82,"thumb":83,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":9,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":97},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":92,"description":6},"service agreement",[94,96],{"label":18,"url":95},"business-legal-agreements",{"label":18,"url":95},"/template/service-agreement-D12711",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":9,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":112},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":106,"description":6},"non disclosure agreement nda",[108,109],{"label":18,"url":95},{"label":110,"url":111},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":114,"descriptionCustom":6,"label":115,"pages":87,"size":116,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":121,"keywords":125,"url":126},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[122],{"label":123,"url":124},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":128,"descriptionCustom":6,"label":129,"pages":101,"size":9,"extension":10,"preview":130,"thumb":131,"svgFrame":132,"seoMetadata":133,"parents":135,"keywords":134,"url":138},"HOLD HARMLESS AGREEMENT This Hold Harmless Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR FULL NAME] (the \"Indemnifier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Indemnified Party\" a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS both Parties wish to indemnify and hold harmless each other from any claims or litigation arising out of their contractual engagement with each other regarding the services provided by them to each other. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: HOLD HARMLESS Each Party agrees to indemnify and hold harmless, to the fullest extent allowed by law, the other Party and its principals, officers, and employees from and against all claims, demands, suits, actions, payments, liabilities, judgments and expenses (including court-ordered attorneys' fees) arising out of or resulting from the acts or omissions of their principals, officers, or employees in the performance of this Agreement. Liability includes any claims, damages, losses, and expenses arising out of or resulting from performance of this Agreement that result in any claim for damage whatsoever, including any bodily injury, civil rights liability, sickness, disease, or damage to or destruction of tangible property, including the loss of use resulting therefrom. Each Party shall maintain a policy or policies of insurance (or a self-insurance program) sufficient in coverage and amount to pay any judgments or related expenses from or in conjunction with any such claims. Nothing in this Agreement shall require either Party to indemnify or hold harmless the other Party from liability for the negligent or wrongful acts or omissions of said other Party or its principals, officers, or employees. AUTHORITY TO ENTER AGREEMENT Each Party that has entered into this Agreement agrees to have full authority to enter into the present Agreement. NOTICE OF CLAIM In the event of any claim or action, the Insured Party shall promptly provide the Indemnifying Party with written notice of claim or action and will notify the Indemnifying Party within _____ days of the commencement of the legal proceedings relating to the claim or action, and the Indemnifying Party will provide the Insured Party with all relevant information known to the Indemnifying Party. AMENDMENTS None of the covenants, terms or conditions of this Agreement, to be kept and performed by either Party, shall in any manner be altered, waived, modified, changed or abandoned except by a written instrument, duly signed, acknowledged and delivered by the other Party. AUTHORIZATION OF INDEMNIFICATION In any case where the Indemnified Party requires indemnification, the Indemnifier will make the determination of whether the indemnification is appropriate, having given consideration to the terms described in the exceptions to indemnification","Hold Harmless Agreement","https://templates.business-in-a-box.com/imgs/1000px/hold-harmless-agreement-D12882.png","https://templates.business-in-a-box.com/imgs/250px/12882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12882.xml",{"title":134,"description":6},"hold harmless agreement",[136,137],{"label":18,"url":95},{"label":18,"url":95},"/template/hold-harmless-agreement-D12882",{"description":140,"descriptionCustom":6,"label":141,"pages":142,"size":9,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":148,"keywords":147,"url":156},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":147,"description":6},"employment agreement_at will employee",[149,152,155],{"label":150,"url":151},"Human Resources","human-resources",{"label":153,"url":154},"Hire an Employee","hire-employee",{"label":18,"url":95},"/template/employment-agreement_at-will-employee-D541",{"description":158,"descriptionCustom":6,"label":159,"pages":142,"size":9,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":164,"url":168},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":164,"description":6},"master service agreement",[166,167],{"label":18,"url":95},{"label":18,"url":95},"/template/master-service-agreement-D12657",false,{"seo":171,"reviewer":180,"legal_disclaimer":184,"quick_facts":185,"at_a_glance":187,"personas":191,"variants":216,"glossary":244,"clauses":278,"how_to_fill":329,"common_mistakes":370,"faqs":395,"industries":423,"comparisons":440,"diy_vs_lawyer":455,"jurisdictions":468,"related_template_ids_curated":489,"schema":499,"classification":500},{"meta_title":172,"meta_description":173,"primary_keyword":174,"secondary_keywords":175},"Indemnification Agreement Template | BIB","Free indemnification agreement template to protect your business from third-party claims, losses, and legal costs.","indemnification agreement template",[15,176,177,178,179],"indemnification clause template","indemnity contract template free","mutual indemnification agreement","indemnification agreement word",{"name":181,"credential":182,"reviewed_date":183},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":186,"legal_review_recommended":184,"signature_required":184,"notarization_required":169},"advanced",{"what_it_is":188,"when_you_need_it":189,"whats_inside":190},"An Indemnification Agreement is a legally binding contract in which one party (the indemnitor) agrees to compensate and protect another party (the indemnitee) from specified losses, liabilities, damages, and legal costs arising from defined events or conduct. This free Word download gives you a professionally structured starting point you can edit online and export as PDF for immediate use in vendor, contractor, event, or partnership arrangements.\n","Use it whenever one party assumes a risk that could generate liability for another — such as hiring a contractor, hosting a third-party event, entering a joint venture, or granting access to your property or systems. It is also commonly required by insurers, landlords, and commercial counterparties before a project or relationship begins.\n","Party identification and recitals, scope of indemnification, hold harmless and defense obligations, exclusions and limitations of liability, insurance requirements, indemnification procedures (notice and cooperation), mutual versus unilateral indemnity options, survival clause, and governing law.\n",[192,196,200,204,208,212],{"title":193,"use_case":194,"icon_asset_id":195},"Business owners and operators","Protecting the company from liability arising out of contractor or vendor activities","persona-small-business-owner",{"title":197,"use_case":198,"icon_asset_id":199},"Event organizers","Securing indemnification from vendors, performers, and venue partners before an event","persona-event-organizer",{"title":201,"use_case":202,"icon_asset_id":203},"Property owners and landlords","Requiring tenants, contractors, or licensees to indemnify against damage or injury on-site","persona-landlord",{"title":205,"use_case":206,"icon_asset_id":207},"Startup founders and CEOs","Establishing mutual indemnification with investors, partners, or service providers","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"IT and software vendors","Limiting liability exposure when deploying software or systems that clients integrate into operations","persona-it-vendor",{"title":213,"use_case":214,"icon_asset_id":215},"Construction and project managers","Allocating risk between general contractors and subcontractors on build sites","persona-contractor",[217,221,225,229,233,237,240],{"situation":218,"recommended_template":219,"slug":220},"Risk flows only one way — from a contractor or vendor to you","Unilateral Indemnification Agreement","indemnification-agreement-D13016",{"situation":222,"recommended_template":223,"slug":224},"Both parties face comparable exposure and want reciprocal protection","Mutual Indemnification Agreement","mutual-indemnification-and-hold-harmless-agreement-D894",{"situation":226,"recommended_template":227,"slug":228},"Indemnity is embedded within a broader services engagement","Service Agreement with Indemnification Clause","service-agreement-D12711",{"situation":230,"recommended_template":231,"slug":232},"Protecting against injury or damage at a one-time event","Event Hold Harmless Agreement","hold-harmless-agreement-D12882",{"situation":234,"recommended_template":235,"slug":236},"Indemnifying a director or officer from personal liability","Director and Officer Indemnification Agreement","undertaking-of-indemnification--director-D924",{"situation":238,"recommended_template":239,"slug":220},"Construction site risk allocation between prime and sub","Subcontractor Indemnification Agreement",{"situation":241,"recommended_template":242,"slug":243},"Protecting a technology vendor from IP infringement claims by the client","IP Indemnification Clause / Software License Agreement","ip-license-agreement-D13357",[245,248,251,254,257,260,263,266,269,272,275],{"term":246,"definition":247},"Indemnitor","The party who agrees to assume liability and compensate the other party for covered losses or claims.",{"term":249,"definition":250},"Indemnitee","The party who is protected — the one who receives compensation or defense if a covered claim arises.",{"term":252,"definition":253},"Hold Harmless Clause","A provision in which one party agrees not to hold the other legally responsible for specified risks, losses, or damages.",{"term":255,"definition":256},"Defense Obligation","A contractual duty to actively defend the indemnitee in legal proceedings — distinct from a duty to pay a final judgment.",{"term":258,"definition":259},"Mutual Indemnification","An arrangement where both parties agree to indemnify each other for losses arising from their own respective acts or omissions.",{"term":261,"definition":262},"Unilateral Indemnification","An arrangement where only one party (the indemnitor) agrees to bear the risk and compensate the other, with no reciprocal obligation.",{"term":264,"definition":265},"Scope of Indemnification","The specific categories of loss, claim types, and triggering events that are covered — and excluded — under the agreement.",{"term":267,"definition":268},"Indemnification Cap","A contractual ceiling on the maximum dollar amount the indemnitor is obligated to pay, often tied to the contract value or an insurance limit.",{"term":270,"definition":271},"Anti-Indemnity Statute","A law in certain jurisdictions — particularly in construction — that prohibits or limits contractual indemnification for a party's own negligence.",{"term":273,"definition":274},"Survival Clause","A provision stating that indemnification obligations continue to be enforceable after the agreement has expired or been terminated.",{"term":276,"definition":277},"Subrogation","The right of an insurer who has paid a claim to step into the indemnitee's shoes and pursue recovery from the indemnitor directly.",[279,284,289,294,299,304,309,314,319,324],{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"Recitals and party identification","Names both parties by their full legal entity names, states their roles as indemnitor and indemnitee, and describes the underlying relationship or transaction that makes indemnification necessary.","This Indemnification Agreement ('Agreement') is entered into as of [DATE] between [INDEMNITOR LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Indemnitor'), and [INDEMNITEE LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Indemnitee'), in connection with [DESCRIPTION OF UNDERLYING RELATIONSHIP OR PROJECT].","Using trade names or 'doing business as' names instead of registered legal entity names — this creates ambiguity about which legal entity is actually bound to the obligation.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Scope of indemnification","Defines precisely what losses, liabilities, claims, damages, costs, and expenses the indemnitor agrees to cover — and any explicit exclusions.","Indemnitor agrees to indemnify, defend, and hold harmless Indemnitee from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to [COVERED ACTIVITIES / EVENTS], except to the extent caused by the gross negligence or willful misconduct of Indemnitee.","Drafting the scope so broadly that it purports to cover the indemnitee's own negligence — courts in many jurisdictions require express, unambiguous language to indemnify a party against its own negligence, and some statutes prohibit it entirely.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Defense obligation","Specifies whether the indemnitor must actively conduct the legal defense of the indemnitee in covered claims, and who controls the defense and any settlement.","Upon written notice from Indemnitee, Indemnitor shall, at its own cost and expense, assume control of the defense of any covered claim, using counsel reasonably acceptable to Indemnitee. Indemnitor shall not settle any claim without Indemnitee's prior written consent, not to be unreasonably withheld.","Omitting the defense obligation entirely and including only a payment obligation — leaving the indemnitee to fund its own legal defense out of pocket while waiting for reimbursement after a judgment.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Indemnification procedure (notice and cooperation)","Sets out how the indemnitee must notify the indemnitor of a covered claim, the timeframe for that notice, and the indemnitee's duty to cooperate in the defense.","Indemnitee shall notify Indemnitor in writing of any claim for which indemnification may be sought within [30] days of becoming aware of such claim. Failure to provide timely notice shall not relieve Indemnitor of its obligations except to the extent Indemnitor is materially prejudiced by such failure. Indemnitee shall cooperate fully with Indemnitor in the defense of any covered claim.","Including a hard forfeiture clause — voiding indemnification entirely for any late notice — which courts frequently refuse to enforce and which leaves both parties in a worse position than a prejudice-based standard.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Insurance requirements","Requires the indemnitor to maintain specified types and minimum limits of insurance coverage throughout the agreement term and to name the indemnitee as an additional insured.","Indemnitor shall maintain, at its own expense, during the term of this Agreement: (a) Commercial General Liability insurance with limits of not less than $[AMOUNT] per occurrence and $[AMOUNT] in the aggregate; (b) [PROFESSIONAL LIABILITY / WORKERS' COMPENSATION / OTHER] insurance as applicable. Indemnitee shall be named as an additional insured on all such policies.","Requiring insurance but not requiring proof — a certificate of insurance that lists the indemnitee as an additional insured must be delivered before work begins, not promised at some future point.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Limitation of liability and indemnification cap","Places a ceiling on the total amount the indemnitor can be required to pay under the agreement, often tied to the value of the underlying contract or an insurance limit.","Notwithstanding anything to the contrary, Indemnitor's aggregate liability under this Agreement shall not exceed the greater of (a) $[AMOUNT] or (b) the total fees paid by Indemnitee to Indemnitor under [UNDERLYING AGREEMENT] in the [12] months preceding the claim.","Omitting a cap entirely for the indemnitor — creating unlimited personal or corporate exposure that may be uninsurable and that deters legitimate vendors or contractors from accepting the agreement.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Exclusions","Lists specific losses, circumstances, or claim types that are expressly not covered by the indemnification obligation, such as the indemnitee's own gross negligence, pre-existing conditions, or consequential damages.","This indemnification does not apply to: (a) claims arising from the gross negligence or willful misconduct of Indemnitee or its employees; (b) losses caused by Indemnitee's breach of this Agreement; or (c) indirect, consequential, punitive, or special damages.","Not carving out the indemnitee's own intentional conduct — an indemnitee who can be indemnified for deliberate wrongdoing creates moral hazard and is unenforceable in virtually every jurisdiction.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Mutual indemnification (optional)","In a mutual arrangement, each party mirrors the indemnification obligation for losses arising from their own acts, omissions, or breaches — making risk allocation symmetrical.","Each party ('Indemnifying Party') agrees to indemnify, defend, and hold harmless the other party ('Indemnified Party') from and against any claims, losses, or expenses arising from the Indemnifying Party's own negligence, willful misconduct, or material breach of this Agreement.","Using a mutual indemnification structure when the risk is fundamentally asymmetrical — for example, when one party is an individual contractor and the other is a multinational corporation. Mutual language may actually reduce the protection available to the higher-risk party.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Survival clause","States that the indemnification obligations remain enforceable even after the agreement expires or is terminated, protecting against claims that surface after the relationship ends.","The indemnification obligations set forth in this Agreement shall survive the expiration or termination of this Agreement and any underlying agreement between the parties for a period of [3] years, or indefinitely with respect to claims arising from fraud or willful misconduct.","No survival clause at all — allowing the indemnitor to argue that obligations expired with the contract, even for claims arising from conduct that occurred during the agreement term.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs interpretation and enforcement of the agreement, and whether disputes go to arbitration, mediation, or court.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration in [CITY] under the rules of [AAA / JAMS / applicable institution], except that either party may seek injunctive relief in a court of competent jurisdiction.","Choosing a governing law with no real connection to where either party operates or where the indemnified activity takes place — some jurisdictions apply local anti-indemnity statutes regardless of the chosen law.",[330,335,340,345,350,355,360,365],{"step":331,"title":332,"description":333,"tip":334},1,"Identify both parties by their full legal entity names","Enter the registered legal name of the indemnitor and indemnitee — not trade names or brand names. Specify each party's entity type (LLC, corporation, individual) and state or province of formation.","Pull the exact entity name from a corporate registry or certificate of good standing to avoid enforceability problems down the line.",{"step":336,"title":337,"description":338,"tip":339},2,"Describe the underlying relationship or project","In the recitals section, briefly explain why the parties are entering this agreement — the specific contract, event, project, or activity that creates the indemnification need. This context limits the scope to what you intend.","The recitals do not create obligations, but courts use them to interpret ambiguous scope language — be precise about what activity triggers the agreement.",{"step":341,"title":342,"description":343,"tip":344},3,"Define the scope of covered losses and exclusions","Specify the categories of loss covered (claims, damages, attorneys' fees, regulatory fines, etc.), the triggering events, and what is explicitly excluded. Decide whether the indemnitee's own negligence is partially or fully excluded.","If you need to cover the indemnitee's own ordinary negligence, say so explicitly — courts in most jurisdictions will not imply this from general language.",{"step":346,"title":347,"description":348,"tip":349},4,"Decide on unilateral or mutual indemnification","If both parties face comparable risk from their own actions, use a mutual structure where each indemnifies the other for their own conduct. If risk flows only one way, use a unilateral structure.","Even in a mutual agreement, you can make individual obligations asymmetrical — capping the contractor's liability lower than the corporate client's if the size difference justifies it.",{"step":351,"title":352,"description":353,"tip":354},5,"Set the indemnification cap","Enter a specific dollar amount or a formula (such as a multiple of fees paid) as the ceiling on the indemnitor's aggregate liability. Make sure the cap is high enough to make the indemnity meaningful but proportionate to the contract value.","Align the cap with the indemnitor's insurance limits — an obligation that exceeds available insurance coverage is effectively uncollectable if the indemnitor lacks the assets to cover it.",{"step":356,"title":357,"description":358,"tip":359},6,"Specify insurance requirements and delivery","List the required insurance types and minimum limits. Add a requirement that the indemnitor deliver a certificate of insurance naming the indemnitee as an additional insured before work commences or the agreement takes effect.","Request the certificate directly from the indemnitor's insurer or broker — certificates provided by the indemnitor can be fabricated.",{"step":361,"title":362,"description":363,"tip":364},7,"Complete the notice, cooperation, and procedure provisions","Set the notice period (typically 10–30 days), specify the form of notice (written, delivered to a named officer), and include a cooperation clause requiring the indemnitee to assist in the defense.","Use a prejudice-based notice standard rather than a strict forfeiture clause — this is more consistently enforceable and avoids forfeiting rights over an administrative oversight.",{"step":366,"title":367,"description":368,"tip":369},8,"Select governing law and confirm signatures before the activity begins","Choose the jurisdiction with the most meaningful connection to where the indemnified activity occurs. Both parties must sign before work begins or the event takes place — an unsigned or post-execution indemnity is unenforceable.","For construction contracts in Texas, Louisiana, Montana, or similar states with anti-indemnity statutes, have a construction attorney review the scope before execution.",[371,375,379,383,387,391],{"mistake":372,"why_it_matters":373,"fix":374},"Drafting scope language that covers the indemnitee's own negligence without express wording","Courts in most jurisdictions require clear, express language before they will enforce indemnification for a party's own negligence. General 'any and all claims' language is routinely held insufficient, leaving the indemnitee unprotected for the very scenario they expected to be covered.","If indemnification for the indemnitee's negligence is intended, include an explicit sentence stating: 'This indemnification applies even where the Indemnitee's own negligence contributed to the loss, except in cases of gross negligence or willful misconduct.'",{"mistake":376,"why_it_matters":377,"fix":378},"Omitting a survival clause","Without survival language, an indemnitor can argue the obligation terminated with the agreement — even for a claim based on conduct that occurred while the agreement was active and that only surfaces months or years later.","Add a survival clause specifying a post-termination period of at least 3 years, or indefinite survival for fraud and intentional misconduct.",{"mistake":380,"why_it_matters":381,"fix":382},"No indemnification cap on the indemnitor's exposure","Unlimited indemnification obligations deter qualified contractors and vendors from signing, and are often practically unenforceable against parties without the assets or insurance to cover them.","Set a cap tied to the contract value or the indemnitor's insurance limits. This makes the obligation commercially reasonable and collectible.",{"mistake":384,"why_it_matters":385,"fix":386},"Failing to require proof of insurance before work begins","An indemnitor who promises to maintain insurance but never delivers a certificate of insurance may be uninsured when a claim arises — rendering the indemnity obligation worthless if the party also lacks sufficient assets.","Include a condition precedent: the indemnitor must deliver a certificate of insurance naming the indemnitee as additional insured before any work commences or the agreement takes effect.",{"mistake":388,"why_it_matters":389,"fix":390},"Using a hold harmless agreement interchangeably with a full indemnification agreement","A hold harmless clause waives the right to sue the other party; it does not obligate the indemnitor to pay your defense costs or fund a judgment. Relying on one when you need the other leaves you exposed to unrecoverable losses.","Include all three components — indemnification (payment obligation), hold harmless (waiver of claims), and defense obligation (active legal defense) — when full protection is intended.",{"mistake":392,"why_it_matters":393,"fix":394},"Ignoring jurisdiction-specific anti-indemnity statutes in construction","At least 40 US states and several Canadian provinces have anti-indemnity statutes that void construction indemnification clauses requiring a party to indemnify another for the latter's own negligence. Violating these statutes can void the entire indemnification provision.","For any construction-related agreement, identify the applicable jurisdiction's anti-indemnity rules before drafting scope language. Limit indemnification to the indemnitor's proportionate share of fault in affected jurisdictions.",[396,399,402,405,408,411,414,417,420],{"question":397,"answer":398},"What is an indemnification agreement?","An indemnification agreement is a binding contract in which one party (the indemnitor) agrees to compensate and protect another party (the indemnitee) from specified losses, legal costs, and liabilities arising from defined events or conduct. It allocates risk between parties before a project, transaction, or ongoing relationship begins — and is commonly required by insurers, landlords, corporate clients, and event venues as a condition of doing business.\n",{"question":400,"answer":401},"What is the difference between an indemnification agreement and a hold harmless agreement?","The terms are often used interchangeably, but they have distinct meanings. A hold harmless clause is a waiver — one party agrees not to sue the other for specified claims. An indemnification clause goes further: it obligates the indemnitor to actively compensate the indemnitee and, in a full indemnification, to fund and control the legal defense. Most commercial agreements include both a hold harmless and a full indemnification clause together to provide complete protection.\n",{"question":403,"answer":404},"When do I need a standalone indemnification agreement versus an indemnification clause in a contract?","A standalone agreement makes sense when there is no underlying service or purchase contract — for example, granting a third party access to your property, indemnifying a co-organizer for an event, or protecting a director or officer from personal liability. When a service, vendor, or employment relationship already exists, embedding the indemnification clause in that governing contract is cleaner and avoids conflicting documents. Either approach is enforceable if properly drafted and signed.\n",{"question":406,"answer":407},"What is mutual versus unilateral indemnification?","In a unilateral agreement, only one party — typically a contractor, vendor, or lower-risk party — indemnifies the other. In a mutual agreement, each party indemnifies the other for losses arising from its own acts, omissions, or breaches. Mutual indemnification is common in partnership agreements, joint ventures, and equal-footing vendor relationships. Unilateral indemnification is standard when a client engages a service provider and wants protection from the provider's errors.\n",{"question":409,"answer":410},"Is an indemnification agreement enforceable?","Indemnification agreements are generally enforceable when properly drafted, signed by both parties, and supported by consideration — typically the underlying business relationship. Enforceability limits apply when: the scope purports to cover a party's own gross negligence or willful misconduct without express language; jurisdiction-specific anti-indemnity statutes apply (especially in construction); or the obligation is unconscionably one-sided. Consider consulting a lawyer to confirm enforceability in the specific jurisdiction and industry context.\n",{"question":412,"answer":413},"Do indemnification agreements require notarization?","Notarization is not required in most jurisdictions for an indemnification agreement to be enforceable. Both parties' signatures — executed before the indemnified activity begins — are sufficient in most commercial contexts. Some property-related indemnity arrangements recorded against real estate may require notarization depending on the jurisdiction. When in doubt, notarize for additional evidentiary weight.\n",{"question":415,"answer":416},"What are anti-indemnity statutes and do they affect my agreement?","Anti-indemnity statutes are laws — present in at least 40 US states and several Canadian provinces — that void or limit contractual clauses requiring one party to indemnify another for the latter's own negligence, particularly in construction contracts. If your agreement involves construction, engineering, or property work, check the applicable jurisdiction's statute before finalizing scope language. Some statutes void only the offending clause; others void the entire indemnification provision.\n",{"question":418,"answer":419},"How long do indemnification obligations last?","Without a survival clause, indemnification obligations may be argued to expire when the underlying agreement terminates. A well-drafted agreement includes a survival clause specifying a post-termination period — typically 2 to 5 years for ordinary commercial relationships, and indefinite for claims arising from fraud or willful misconduct. The limitation period in the governing jurisdiction also affects how long a claim can be brought after the loss arises, regardless of what the contract says.\n",{"question":421,"answer":422},"Can an indemnification agreement protect against intellectual property claims?","Yes. IP indemnification is a standard feature in software licensing, SaaS agreements, and content licensing deals. The indemnitor (typically the software vendor or content provider) agrees to defend the indemnitee against third-party IP infringement claims arising from the licensed materials. The scope typically covers patent, copyright, and trademark claims but excludes modifications made by the indemnitee or use outside the agreed license scope.\n",[424,428,432,436],{"industry":425,"icon_asset_id":426,"specifics":427},"Construction and engineering","industry-construction","Risk allocation between general contractors and subcontractors is the primary use case; anti-indemnity statutes in over 40 US states directly shape permissible scope language on construction sites.",{"industry":429,"icon_asset_id":430,"specifics":431},"Technology and SaaS","industry-saas","IP indemnification protects clients from infringement claims arising from vendor software; data breach and security incident indemnification is increasingly required in enterprise contracts.",{"industry":433,"icon_asset_id":434,"specifics":435},"Events and hospitality","industry-retail","Venues, caterers, and event organizers use indemnification agreements to allocate liability for injuries, property damage, and cancellations among all parties involved in a single event.",{"industry":437,"icon_asset_id":438,"specifics":439},"Professional services","industry-professional-services","Consulting firms and agencies include mutual indemnification in client agreements to cap exposure from errors or omissions, typically aligned to their professional liability insurance limits.",[441,445,447,451],{"vs":442,"vs_template_id":443,"summary":444},"Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692","An NDA protects confidential information from unauthorized disclosure — it does not allocate financial risk or liability for third-party claims. An indemnification agreement addresses who pays when something goes wrong. Many commercial relationships need both: an NDA to protect information shared during the engagement and an indemnification agreement to allocate the financial consequences of an error, accident, or breach.",{"vs":86,"vs_template_id":228,"summary":446},"A service agreement governs the entire relationship between a client and a service provider — scope of work, fees, timelines, IP ownership, and indemnification. If you already have a comprehensive service agreement with an indemnification clause, a standalone indemnification agreement is typically redundant. Use a standalone only when no underlying contract exists or when you need to supplement a contract that has inadequate indemnity language.",{"vs":448,"vs_template_id":449,"summary":450},"General Release Agreement","D{GENERAL_RELEASE_ID}","A general release is signed after a dispute or harm has already occurred — it extinguishes existing claims in exchange for consideration, typically a settlement payment. An indemnification agreement is forward-looking: it allocates responsibility for claims that may arise in the future. A release closes a chapter; an indemnification agreement manages ongoing risk before the chapter is written.",{"vs":452,"vs_template_id":453,"summary":454},"Liability Waiver","D{LIABILITY_WAIVER_ID}","A liability waiver is a unilateral document — typically signed by a participant, customer, or visitor — in which they waive their right to sue for specified risks. It does not obligate anyone to pay the other party's losses. An indemnification agreement is bilateral and creates an affirmative payment obligation. Waivers are used in consumer-facing contexts (gyms, events, recreational activities); indemnification agreements are used in B2B commercial relationships.",{"use_template":456,"template_plus_review":460,"custom_drafted":464},{"best_for":457,"cost":458,"time":459},"Standard B2B vendor or contractor arrangements where both parties are sophisticated and the indemnified activity is clearly defined","Free","30–60 minutes",{"best_for":461,"cost":462,"time":463},"Construction contracts, cross-border arrangements, agreements covering IP indemnification, or any deal where the indemnification cap exceeds $250,000","$400–$900","2–4 days",{"best_for":465,"cost":466,"time":467},"Complex multi-party indemnification structures, regulated industries, jurisdictions with active anti-indemnity statutes, or D&O indemnification for executives","$1,500–$5,000+","1–3 weeks",[469,474,479,484],{"code":470,"name":471,"flag_asset_id":472,"note":473},"us","United States","flag-us","At least 40 US states have anti-indemnity statutes that void construction-related clauses requiring indemnification for the indemnitee's own negligence — Texas, California, Florida, and New York all have active statutes. Outside construction, indemnification agreements are broadly enforceable under common law, but some states (notably California) require express language to cover a party's own negligence. Insurance requirements embedded in indemnification agreements are generally enforceable nationwide.",{"code":475,"name":476,"flag_asset_id":477,"note":478},"ca","Canada","flag-ca","Indemnification agreements are enforceable across Canadian provinces under common law principles, subject to reasonableness. Ontario, British Columbia, and Alberta have construction-specific legislation that limits indemnification for a party's own negligence on construction projects. Quebec applies civil law (Code civil du Québec) rather than common law, which treats indemnification obligations differently — clauses excluding liability for gross fault are unenforceable, and professional liability exposure cannot be fully waived by contract.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"uk","United Kingdom","flag-uk","The Unfair Contract Terms Act 1977 (UCTA) and the Consumer Rights Act 2015 impose reasonableness controls on indemnification clauses in business-to-consumer contexts and some B2B agreements. Indemnity clauses that seek to cover a party's own negligence are subject to a reasonableness test under UCTA. In commercial B2B contracts between parties of equal bargaining power, indemnification is broadly enforceable. Post-Brexit, GDPR successor legislation in the UK applies to data-related indemnities.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"eu","European Union","flag-eu","EU member states regulate indemnification primarily through national contract law, so enforceability varies significantly across France, Germany, the Netherlands, and other jurisdictions. Most civil law systems treat indemnification for gross negligence or intentional wrongdoing as unenforceable as a matter of public policy. GDPR creates specific data breach indemnification considerations: processors may contractually accept liability to controllers for GDPR violations under Article 82, but such indemnities must be carefully scoped to avoid conflicting with mandatory statutory liability regimes.",[228,443,490,232,491,492,493,494,495,496,497,498],"independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","master-service-agreement-D12657","vendor-agreement-D13292","partnership-agreement-D12551","joint-venture-agreement-D889","custom-software-development-agreement-D787","lease-agreement-D1179","general-release-and-settlement-agreement-D12554",{"emit_how_to":184,"emit_defined_term":184},{"primary_folder":95,"secondary_folder":501,"document_type":502,"industry":503,"business_stage":504,"tags":505,"confidence":509},"guaranties-and-collateral","agreement","general","all-stages",[502,506,507,508],"indemnification","liability-protection","legal-contract",0.95,"\u003Ch2>What is an Indemnification Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Indemnification Agreement\u003C/strong> is a legally binding contract in which one party — the indemnitor — agrees to compensate, protect, and defend another party — the indemnitee — from specified losses, liabilities, damages, legal costs, and third-party claims arising from defined events or conduct. It functions as a pre-negotiated risk allocation mechanism: rather than leaving courts to apportion liability after a dispute, the parties agree in advance who bears the financial consequences of specified harms. Indemnification agreements can be unilateral, where only one party assumes risk, or mutual, where each party indemnifies the other for losses arising from its own acts or omissions. They are commonly executed alongside service agreements, contractor engagements, lease arrangements, joint ventures, and event contracts — and are frequently required by insurers as a condition of coverage.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed indemnification agreement, liability for losses, injuries, and third-party claims defaults to whoever a court assigns it — a process that is slow, expensive, and unpredictable. If a contractor damages a client's property, a vendor's software causes a data breach, or an event performer injures an attendee, the absence of clear indemnification language means you may be defending claims that were never your responsibility to bear in the first place. Beyond paying judgments, unindemnified parties fund their own legal defense from the moment a claim is filed — regardless of the ultimate outcome. A properly drafted indemnification agreement closes these gaps before the project begins, making the scope of each party's financial exposure concrete and collectible rather than theoretical. This template gives you a professionally structured, attorney-reviewed starting point that covers scope, defense obligations, insurance requirements, and survival — so you can adapt it to your specific relationship in under an hour.\u003C/p>\n",1778773496839]