[{"data":1,"prerenderedAt":512},["ShallowReactive",2],{"document-indemnity-agreement-D885":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":511},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"INDEMNITY AGREEMENT This is an Indemnity Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Indemnitor\"), 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: [INDEMNITEE NAME] (the \"Indemnitee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the sum of [AMOUNT], and other good and valuable consideration, receipt of which is acknowledged, on behalf of themselves, their heirs, assigns and successors, jointly and severally enter into this Indemnity Agreement to hold each other harmless form any suit, liability, claim, action or loss arising out of the below described incident, the parties agree as follows: LIABILITY, LOSS OR DAMAGE",null,"Indemnity Agreement","2",30,"doc","https://templates.business-in-a-box.com/imgs/1000px/indemnity-agreement-D885.png","https://templates.business-in-a-box.com/imgs/250px/885.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#885.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"indemnity agreement","Indemnity Agreement 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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",513,"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":92,"description":6},"non disclosure agreement nda",[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":97,"url":98},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":87,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":114,"url":115},"GENERAL RELEASE AND SETTLEMENT AGREEMENT This General Release and Settlement Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [PLAINTIFF'S FULL NAME] (the \"Plaintiff\"), 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: [DEFENDANT FULL NAME] (the \"Defendant\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] on behalf of themselves, their respective heirs, executors, administrators, agents, and assignees (collectively \"Defendant\"). (Plaintiff and Defendant are referred to herein collectively as the \"Party\" or \"Parties.\") WHEREAS, a dispute has arisen between the Parties regarding the [ describe dispute briefly] (the \"Dispute\"); and, WHEREAS, Plaintiff has filed an action in court in the matter of [case number and index number], (the \"Litigation\"); and, WHEREAS, Plaintiff has complained of economic damages arising out of the Dispute, which are expressly denied by Defendant; and, WHEREAS, the Parties have agreed to resolve the Dispute and the Litigation; and, WHEREFORE, intending to be legally bound, the Parties hereby agree as follows: SETTLEMENT PAYMENT 1.1. Defendant shall pay Plaintiff a total of $ [AMOUNT]. 1.2. At the time of the Parties' signing of this Agreement, Defendant shall have sent by hand delivery a bank check in the amount of $ [AMOUNT] (the \"Settlement Payment\") to the office of Plaintiff's attorney, [PLAINTIFF'S ATTORNEY], by [DELIVERY DATE]. 1.3. After the delivery of the Settlement Payment, Plaintiff shall execute an original and one copy of this Agreement and send to Defendant. Defendant shall execute and return a fully executed original of this Agreement to Plaintiff's counsel. Within one court day of receiving such fully executed Agreement and payment, Plaintiff will file a Stipulation of Discontinuance with the [COURT]. MUTUAL RELEASE In consideration for the Settlement Payment described in paragraph 1 above and other good and valuable consideration, receipt of which is hereby acknowledged, Plaintiff does hereby release, acquit, and forever discharge Defendant from any and all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Plaintiff does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. Defendant does hereby release, cancel, forgive and forever discharge Plaintiff and each of her holding companies, subsidiaries, affiliates, divisions, successors, heirs, and assigns in all capacities whatsoever, including without limitation as an officer, director, employee, representative, designee, agent, and shareholder thereof, from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Defendant does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. DISMISSAL OF LAWSUIT ","General Release and Settlement Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/general-release-and-settlement-agreement-D12554.png","https://templates.business-in-a-box.com/imgs/250px/12554.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12554.xml",{"title":108,"description":6},"general release and settlement agreement",[110,111],{"label":17,"url":95},{"label":112,"url":113},"Release Agreements","release-agreement","general release settlement agreement","/template/general-release-and-settlement-agreement-D12554",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":129,"url":130},"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","6",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},[126],{"label":127,"url":128},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":132,"descriptionCustom":6,"label":133,"pages":119,"size":87,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":142},"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","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":138,"description":6},"service agreement",[140,141],{"label":17,"url":95},{"label":17,"url":95},"/template/service-agreement-D12711",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":147,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":152,"keywords":157,"url":158},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[153,154],{"label":17,"url":95},{"label":155,"url":156},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":87,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":167,"url":173},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), 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 the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":167,"description":6},"software license agreement",[169,170],{"label":17,"url":95},{"label":171,"url":172},"License Agreements","license-agreement","/template/software-license-agreement-D12928",false,{"seo":176,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":284,"how_to_fill":334,"common_mistakes":375,"faqs":392,"industries":420,"comparisons":437,"diy_vs_lawyer":453,"jurisdictions":466,"related_template_ids_curated":487,"schema":499,"classification":500},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Indemnity Agreement Template (Free Word)","Free indemnity agreement template covering losses, claims, and damages from defined events. Used in M&A, IP licensing, services, and warranties. Free Word and PDF download.","indemnity agreement template",[181,182,183,184,185,186],"indemnity agreement template word","indemnity agreement template free","indemnity clause template","indemnification clause sample","indemnity agreement pdf","mutual indemnity agreement",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191,"notarization_required":174},"advanced",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"An Indemnity Agreement is a legally binding contract in which one party (the indemnifier) agrees to compensate the other (the indemnitee) for specific losses, claims, liabilities, or damages arising from a defined event or relationship. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF for use in M&A transactions, IP licensing, services contracts, or warranty backstop arrangements.\n","Use it whenever one party is taking on a risk that originates from the other party's actions, representations, or obligations — such as when a vendor's services could expose your business to third-party claims, or when a seller in an M&A deal must backstop representations about the target company.\n","Party identification and defined roles, scope of indemnifiable events, indemnification procedure and notice requirements, caps and exclusions, defense and control of claims, insurance obligations, survival clause, and governing law — covering both unilateral and mutual structures.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"M&A transaction parties","Backstopping representations and warranties in a business acquisition","persona-ceo",{"title":204,"use_case":205,"icon_asset_id":206},"Software and IP licensors","Protecting against third-party infringement claims arising from licensed technology","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Service providers and contractors","Allocating liability for damages caused by their work on a client's premises or systems","persona-contractor",{"title":212,"use_case":213,"icon_asset_id":214},"Commercial landlords and property owners","Shifting liability for tenant or vendor activities on the property to the responsible party","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Event organizers and venue operators","Requiring participants and vendors to indemnify the organizer for injuries or property damage","persona-operations-director",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate officers and directors","Obtaining individual indemnification from the company for actions taken in an official capacity","persona-hr-manager",[224,228,231,235,239,243,247],{"situation":225,"recommended_template":226,"slug":227},"One party bears all the risk — e.g., a vendor indemnifying a client","Unilateral Indemnity Agreement","indemnity-agreement-D885",{"situation":229,"recommended_template":230,"slug":227},"Both parties take on reciprocal indemnity obligations","Mutual Indemnity Agreement",{"situation":232,"recommended_template":233,"slug":234},"Broad liability waiver paired with indemnification — common in events and sports","Hold Harmless Agreement","hold-harmless-agreement-D12882",{"situation":236,"recommended_template":237,"slug":238},"IP licensor indemnifying licensee against third-party infringement claims","IP Indemnification Addendum","contract-addendum-D13172",{"situation":240,"recommended_template":241,"slug":242},"Seller backstopping reps and warranties in an asset or share purchase","M&A Indemnification Agreement","how-to-conduct-a-merger-or-acquisition-D12968",{"situation":244,"recommended_template":245,"slug":246},"Company providing personal indemnity coverage to an executive or board member","Director and Officer Indemnification Agreement","undertaking-of-indemnification--director-D924",{"situation":248,"recommended_template":249,"slug":227},"Subcontractor indemnifying a general contractor for worksite liability","Subcontractor Indemnity Agreement",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Indemnifier","The party who agrees to compensate the other for covered losses or claims — also called the indemnitor.",{"term":255,"definition":256},"Indemnitee","The party who receives the benefit of the indemnification promise — the one being protected from losses.",{"term":258,"definition":259},"Hold Harmless","A provision in which one party agrees not to hold the other responsible for specified losses — often used alongside an indemnity obligation.",{"term":261,"definition":262},"Indemnifiable Loss","The specific categories of damages, costs, or claims covered by the indemnity — typically defined to include legal fees, settlements, judgments, and out-of-pocket costs.",{"term":264,"definition":265},"Cap on Liability","A dollar ceiling on the total indemnification obligation, often expressed as a multiple of contract value or a fixed amount.",{"term":267,"definition":268},"Basket (or Deductible)","A minimum threshold of aggregate losses that must be reached before the indemnifier's payment obligation is triggered — common in M&A indemnification.",{"term":270,"definition":271},"Tipping Basket","A basket structure under which, once losses exceed the threshold, the indemnifier pays from the first dollar — not just the excess above the basket.",{"term":273,"definition":274},"Survival Clause","A provision specifying how long indemnification obligations remain enforceable after the agreement terminates or the underlying transaction closes.",{"term":276,"definition":277},"Third-Party Claim","A claim brought against the indemnitee by an external party — as opposed to a direct claim between the contracting parties — which triggers the indemnifier's defense and payment obligations.",{"term":279,"definition":280},"Subrogation","The right of an insurer or indemnifier who has paid a loss to step into the shoes of the indemnitee and pursue recovery from the party responsible for causing the loss.",{"term":282,"definition":283},"Defense Obligation","A duty to actively defend the indemnitee against covered third-party claims, including retaining and paying for legal counsel, in addition to — or instead of — simply reimbursing costs after the fact.",[285,290,295,300,305,309,314,319,324,329],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties and Recitals","Identifies the indemnifier and indemnitee as legal entities, states their relationship, and describes the commercial context that gives rise to the indemnity obligation.","This Indemnity Agreement ('Agreement') is entered into as of [DATE] between [INDEMNIFIER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Indemnifier'), and [INDEMNITEE LEGAL NAME], a [STATE] [ENTITY TYPE] ('Indemnitee'). The parties have entered into a [DESCRIPTION OF UNDERLYING RELATIONSHIP] pursuant to which the Indemnifier has agreed to provide the indemnification set out herein.","Using trade names instead of registered legal entity names. If the named indemnifier does not match the signatory's corporate registration, enforcing the indemnity against the right entity requires additional litigation to pierce the naming ambiguity.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Scope of Indemnification","Defines exactly what events, acts, or circumstances trigger the indemnity obligation and what categories of losses are covered.","Indemnifier shall indemnify, defend, and hold harmless Indemnitee from and against any and all Losses arising out of or relating to: (a) any breach of Indemnifier's representations or warranties; (b) any negligent or wrongful act or omission of Indemnifier; or (c) [SPECIFIC TRIGGERING EVENT].","Using 'arising out of or in connection with' without narrowing the scope — courts have interpreted this language broadly enough to cover losses the indemnifier never intended, including the indemnitee's own negligence.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Definition of Losses","Lists the specific types of damages and costs the indemnifier must cover — typically including legal fees, settlements, judgments, fines, and out-of-pocket expenses.","'Losses' means any and all damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and court costs), settlements, fines, penalties, and judgments arising from or related to a covered claim.","Omitting consequential or indirect damages from the definition without expressly excluding them. If the agreement is silent, courts in many jurisdictions allow recovery of consequential damages, which can dwarf direct losses in technology and IP contexts.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Exclusions from Indemnification","Carves out circumstances where the indemnifier is not obligated to compensate the indemnitee — most commonly the indemnitee's own gross negligence, willful misconduct, or fraud.","Notwithstanding the foregoing, Indemnifier shall have no obligation to indemnify Indemnitee for Losses arising from: (a) Indemnitee's own gross negligence or willful misconduct; (b) Indemnitee's material breach of this Agreement; or (c) [ADDITIONAL EXCLUSION].","Excluding only 'negligence' without specifying 'gross negligence.' In many jurisdictions, a simple negligence exclusion can void the entire indemnity clause under anti-indemnity statutes — particularly in construction contracts.",{"name":264,"plain_english":306,"sample_language":307,"common_mistake":308},"Sets the maximum aggregate amount the indemnifier is required to pay, protecting them from unlimited exposure and making the indemnity obligation commercially insurable.","Indemnifier's aggregate liability under this Agreement shall not exceed [DOLLAR AMOUNT / X TIMES THE CONTRACT VALUE / THE AMOUNT OF INSURANCE REQUIRED UNDER SECTION [X]] ('Liability Cap'), except in cases of fraud or willful misconduct.","Setting the cap equal to the contract value without considering the actual risk exposure. In IP licensing or M&A contexts, third-party infringement or warranty claims routinely exceed the underlying contract value by multiples.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Notice and Claim Procedure","Requires the indemnitee to promptly notify the indemnifier of any claim or proceeding that triggers indemnification, specifying how notice must be given and the consequences of late notice.","Indemnitee shall provide written notice to Indemnifier within [NUMBER] days of becoming aware of any claim for which indemnification may be sought. Notice shall be delivered to [ADDRESS / EMAIL] and shall describe the nature of the claim, the basis for indemnification, and the estimated amount of Losses.","Making late notice an automatic forfeiture of indemnification rights. Courts often refuse to enforce forfeiture unless the indemnifier can show actual prejudice from the delay — but the ambiguity creates costly disputes.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Defense and Control of Claims","Allocates the right to control the defense of covered third-party claims — including selecting counsel, managing strategy, and approving settlements.","Upon receipt of a Third-Party Claim notice, Indemnifier shall have the right, at its expense, to assume control of the defense using counsel reasonably acceptable to Indemnitee. Indemnitee may participate at its own expense. Indemnifier shall not settle any claim without Indemnitee's prior written consent, not to be unreasonably withheld.","Allowing the indemnifier to settle claims that include non-monetary relief — such as injunctions or admissions of liability — without the indemnitee's consent. Such settlements can materially harm the indemnitee's ongoing business even if they cost the indemnifier nothing.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Insurance Requirements","Requires the indemnifier to maintain specific insurance coverage — general liability, E&O, or umbrella — to ensure the indemnity obligation is actually collectible.","During the term of this Agreement, Indemnifier shall maintain, at minimum: (a) Commercial General Liability insurance with limits of not less than $[AMOUNT] per occurrence and $[AMOUNT] in aggregate; and (b) [ADDITIONAL COVERAGE TYPE] with limits of not less than $[AMOUNT]. Indemnitee shall be named as an additional insured on all such policies.","Omitting an insurance obligation entirely. An indemnity from an underinsured or insolvent counterparty is an unsecured promise — without required insurance, the indemnitee may win the legal argument and still collect nothing.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Survival","Specifies how long the indemnification obligations continue after the agreement terminates or the underlying transaction closes.","The indemnification obligations under this Agreement shall survive the termination or expiration of this Agreement (and, if applicable, the closing of the transaction described in the Recitals) for a period of [NUMBER] years, except with respect to fraud or willful misconduct claims, which shall survive indefinitely.","Setting a survival period shorter than the applicable statute of limitations for the underlying claims. If a third party can sue the indemnitee for three years but the survival period is twelve months, the indemnitee is exposed for the gap.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the interpretation and enforcement of the agreement and how disputes between the parties are resolved.","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 shall be resolved by [binding arbitration / litigation in the courts of [JURISDICTION]], and each party consents to exclusive jurisdiction therein.","Selecting a governing law with no meaningful connection to either party or the underlying transaction. Arbitrators and courts will honor the choice, but local mandatory employment or anti-indemnity statutes may override the chosen law regardless of what the contract says.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Identify parties using full registered legal names","Enter the indemnifier's and indemnitee's complete registered entity names, jurisdictions of formation, and principal addresses. Attach a recital paragraph describing the underlying commercial relationship that gives rise to the indemnity.","Cross-check both entity names against corporate registry filings before execution — a name mismatch can void the agreement or require a separate confirmation deed.",{"step":341,"title":342,"description":343,"tip":344},2,"Define the triggering events precisely","List every specific act, omission, breach, or condition that obligates the indemnifier to compensate the indemnitee. The more precisely you define the trigger, the less room there is for disputed interpretations.","Avoid catch-all phrases like 'any and all acts.' Use a defined list with a general catch-up clause at the end: 'including but not limited to the following specific events.'",{"step":346,"title":347,"description":348,"tip":349},3,"Draft the definition of Losses with care","Specify whether coverage includes direct damages only, or also consequential, incidental, and punitive damages. Expressly address attorneys' fees — whether the prevailing party recovers them or they are always recoverable under the indemnity.","In technology and IP contracts, consequential damages (lost profits, lost customers) often exceed direct damages by 10×. If you are the indemnifier, cap or exclude them explicitly.",{"step":351,"title":352,"description":353,"tip":354},4,"Set and document the liability cap","Agree on a monetary ceiling for the indemnifier's aggregate exposure. Common benchmarks: total contract value, 12 months of fees, or the limits of the required insurance policy. Document the cap rationale in the recitals to assist interpretation.","Negotiate carve-outs from the cap for fraud, willful misconduct, and IP indemnification — these are high-consequence scenarios where an artificial ceiling creates perverse incentives.",{"step":356,"title":357,"description":358,"tip":359},5,"Establish the notice and claim procedure","Set a notice period (typically 10–30 days after the indemnitee becomes aware of a claim), specify the form and addressee for notice, and describe what the notice must include — nature of claim, estimated losses, and the basis for indemnification.","Replace automatic forfeiture for late notice with a prejudice standard: indemnification rights are reduced only to the extent the indemnifier is actually prejudiced by the delay.",{"step":361,"title":362,"description":363,"tip":364},6,"Allocate control of the defense","Decide whether the indemnifier or indemnitee controls defense of third-party claims. If the indemnifier controls, require their counsel to be reasonably acceptable to the indemnitee and bar settlement without indemnitee consent for any settlement involving non-monetary relief or admission of liability.","Consider a shared-control structure for high-stakes claims where the indemnitee's reputation is at risk, even if the indemnifier is paying all costs.",{"step":366,"title":367,"description":368,"tip":369},7,"Insert insurance requirements and name indemnitee as additional insured","Specify minimum insurance types, per-occurrence and aggregate limits, and the requirement to name the indemnitee as an additional insured. Require the indemnifier to deliver certificates of insurance within 10 days of signing and upon each annual renewal.","Request copies of the actual policy endorsements naming you as additional insured — a certificate alone does not guarantee the endorsement was actually issued.",{"step":371,"title":372,"description":373,"tip":374},8,"Set the survival period and confirm the governing law","Choose a survival period that is at least as long as the applicable statute of limitations for the most serious covered claim. Confirm the governing law matches the indemnifier's primary jurisdiction and check for mandatory local statutes that may override contractual choice.","In M&A deals, survival periods for fundamental representations (title, authority, tax) typically run 5–7 years or indefinitely; ordinary business representations run 12–24 months.",[376,380,384,388],{"mistake":377,"why_it_matters":378,"fix":379},"Scope covers the indemnitee's own negligence without an explicit exclusion","Several US states (California, Texas, New York construction contexts) have anti-indemnity statutes that void clauses requiring a party to indemnify another for the other's own negligence. Even where enforceable, indemnifying a counterparty's negligence is often uninsurable.","Add an explicit exclusion for losses arising from the indemnitee's own gross negligence, willful misconduct, or fraud — and confirm the exclusion satisfies the applicable anti-indemnity statute in the governing jurisdiction.",{"mistake":381,"why_it_matters":382,"fix":383},"No cap on the indemnifier's aggregate liability","Unlimited indemnification exposure can make the indemnity obligation commercially uninsurable and deters sophisticated counterparties from signing. A vendor whose services generate $50K in fees cannot rationally stand behind unlimited liability.","Negotiate a cap benchmarked to the contract value, insurance limits, or a fixed amount acceptable to both parties. Carve out fraud and willful misconduct from the cap.",{"mistake":385,"why_it_matters":386,"fix":387},"Survival period shorter than the applicable statute of limitations","If the indemnification obligation expires before a third party's window to sue the indemnitee closes, the indemnitee bears an unindemnified tail risk for the gap period — exactly the exposure the agreement was designed to eliminate.","Set the survival period to equal or exceed the longest limitation period applicable to the covered claims in the governing jurisdiction, and extend it indefinitely for fraud and IP infringement claims.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting the insurance obligation","An indemnity from an underinsured or financially distressed counterparty is worth little in practice. Without a required insurance clause and an additional insured endorsement, the indemnitee holds an unsecured promise against an entity that may be insolvent by the time a claim arises.","Require the indemnifier to maintain adequate insurance throughout the agreement term, name the indemnitee as an additional insured, and deliver annual certificates of insurance as a condition of continued performance.",[393,396,399,402,405,408,411,414,417],{"question":394,"answer":395},"What is an indemnity agreement?","An indemnity agreement is a contract in which one party — the indemnifier — agrees to compensate the other party — the indemnitee — for specific losses, claims, liabilities, or damages arising from a defined event or relationship. It shifts the financial risk of a covered loss from the indemnitee to the indemnifier, and typically also includes an obligation to defend the indemnitee against covered third-party claims. Indemnity agreements are used across M&A transactions, IP licensing, services contracts, real estate, and corporate governance.\n",{"question":397,"answer":398},"What is the difference between an indemnity agreement and a hold harmless agreement?","The terms are often used interchangeably, but they carry slightly different meanings in strict legal usage. A hold harmless clause prevents the indemnitee from being held liable for specified losses — it is a promise not to sue or assert claims. An indemnity clause goes further and requires the indemnifier to actively compensate the indemnitee for covered losses. Many commercial agreements combine both in a single clause: 'shall indemnify, defend, and hold harmless.' Using both together provides the broadest protection.\n",{"question":400,"answer":401},"Is an indemnity agreement legally enforceable?","An indemnity agreement is generally enforceable when properly executed, clearly drafted, and not prohibited by applicable law. However, enforceability is subject to significant limitations: anti-indemnity statutes in many US states restrict or void clauses that indemnify a party for its own negligence, particularly in construction contracts. Courts also scrutinize caps, survival periods, and scope language carefully. Consider consulting a lawyer to confirm the agreement is enforceable in your specific jurisdiction and context.\n",{"question":403,"answer":404},"What is a mutual indemnity agreement?","A mutual indemnity agreement — sometimes called a cross-indemnification agreement — imposes reciprocal indemnification obligations on both parties. Each party agrees to indemnify the other for losses caused by its own acts, omissions, or breaches. Mutual structures are common in joint ventures, technology partnerships, and services agreements where both parties have meaningful exposure. A unilateral structure, by contrast, places the entire indemnification burden on one party — typically the vendor, contractor, or seller in a transaction.\n",{"question":406,"answer":407},"What is a cap on indemnification liability and why does it matter?","A liability cap is a contractual ceiling on the total amount the indemnifier can be required to pay under the agreement. It matters for two reasons. First, it makes the indemnity commercially insurable — most insurers will not underwrite unlimited indemnification exposure. Second, it allows parties to price the risk appropriately and structure insurance coverage to match. Common benchmarks include the total contract value, 12 months of fees, or the limits of the required insurance policy. Fraud and willful misconduct are almost always carved out from the cap.\n",{"question":409,"answer":410},"How long does an indemnity agreement last after the underlying contract ends?","The survival period — how long indemnification obligations remain enforceable after the agreement terminates — is one of the most negotiated provisions in an indemnity agreement. For standard commercial contracts, survival periods of 12 to 36 months are typical. In M&A deals, ordinary business representations survive 12–24 months while fundamental representations (title, authority, capitalization) often survive 5–7 years or indefinitely. The survival period should always be at least as long as the applicable statute of limitations for the most serious covered claim.\n",{"question":412,"answer":413},"Do I need a separate indemnity agreement or is an indemnity clause in a contract enough?","An indemnity clause embedded in a broader contract — a services agreement, license, or asset purchase agreement — is generally sufficient and often preferable because it keeps all obligations in one document. A standalone indemnity agreement is typically used when the indemnification obligation arises independently of a larger contract, when the parties want to negotiate and execute the indemnity on a separate timeline, or when the indemnity backstops multiple underlying agreements. Both structures are equally enforceable when properly drafted.\n",{"question":415,"answer":416},"What are anti-indemnity statutes and do they affect my agreement?","Anti-indemnity statutes are state or provincial laws that limit or prohibit contractual indemnification for a party's own negligence — most commonly in construction, oilfield, and transportation industries. The US states with the broadest anti-indemnity laws include California, Texas, Colorado, Louisiana, and New York (for construction contracts). If your indemnity covers acts in one of these states, clauses that shift liability for the indemnitee's own negligence may be void regardless of what the contract says. A lawyer familiar with the applicable jurisdiction should review the agreement before execution in high-risk industries.\n",{"question":418,"answer":419},"Who controls the defense of a third-party claim under an indemnity agreement?","Control of the defense is typically granted to the indemnifier, since they are paying for it — including the right to select counsel and manage litigation strategy. However, the indemnitee should negotiate the right to approve defense counsel, participate in strategy at its own cost, and withhold consent to any settlement that includes non-monetary terms such as injunctions, admissions of liability, or restrictions on the indemnitee's future business. Without these protections, the indemnifier could settle a claim in a way that damages the indemnitee's operations or reputation at no cost to itself.\n",[421,425,429,433],{"industry":422,"icon_asset_id":423,"specifics":424},"Technology / SaaS","industry-saas","IP indemnification for third-party infringement claims is standard in software licensing; indemnifiers typically carve out claims arising from the licensee's modifications or combination with third-party components.",{"industry":426,"icon_asset_id":427,"specifics":428},"Construction and Real Estate","industry-construction","Subcontractor-to-general-contractor indemnities are routine but heavily regulated by anti-indemnity statutes in most US states — clauses covering the general contractor's own negligence are frequently void.",{"industry":430,"icon_asset_id":431,"specifics":432},"Professional Services","industry-professional-services","Consultants and agencies typically provide indemnification for errors and omissions covered by their E&O policy, with caps tied to policy limits and exclusions for client-directed decisions.",{"industry":434,"icon_asset_id":435,"specifics":436},"Mergers and Acquisitions","industry-fintech","Seller indemnification of buyer for breaches of representations and warranties is the core risk-allocation mechanism in M&A; basket, cap, and survival provisions are heavily negotiated and often supplemented by representations and warranties insurance.",[438,441,445,449],{"vs":233,"vs_template_id":439,"summary":440},"D{HOLD_HARMLESS_ID}","A hold harmless agreement focuses on preventing the indemnitee from being held liable — it is a promise not to assert claims. An indemnity agreement goes further, requiring the indemnifier to actively compensate the indemnitee for covered losses and often to fund the defense. Most commercial contracts combine both in a single clause for comprehensive protection.",{"vs":442,"vs_template_id":443,"summary":444},"Liability Waiver","D{LIABILITY_WAIVER_ID}","A liability waiver is a pre-incident release in which one party (typically a participant or customer) voluntarily gives up the right to sue for specified losses before any harm occurs. An indemnity agreement is a post-event compensation mechanism between commercial parties. Waivers are consumer-facing; indemnity agreements are B2B risk-allocation tools.",{"vs":446,"vs_template_id":447,"summary":448},"General Release Agreement","general-release-D12820","A general release discharges an existing, known claim or dispute — it ends a past liability. An indemnity agreement addresses future, contingent losses that have not yet occurred. A release closes the books on what happened; an indemnity allocates responsibility for what might happen.",{"vs":450,"vs_template_id":451,"summary":452},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA governs the protection and non-disclosure of confidential information — it creates obligations of secrecy, not financial compensation for losses. An indemnity agreement is the document that backs up an NDA by specifying what the disclosing party can recover if the confidentiality obligation is breached and a third-party claim results.",{"use_template":454,"template_plus_review":458,"custom_drafted":462},{"best_for":455,"cost":456,"time":457},"Standard vendor-client or contractor indemnities with straightforward scope and a clear governing jurisdiction","Free","30–60 minutes",{"best_for":459,"cost":460,"time":461},"IP licensing indemnities, cross-border agreements, or any indemnity in a state with anti-indemnity statutes","$400–$900","2–4 days",{"best_for":463,"cost":464,"time":465},"M&A transaction indemnification, director and officer indemnities, or multi-party agreements with complex cap and basket structures","$1,500–$8,000+","1–3 weeks",[467,472,477,482],{"code":468,"flag_asset_id":469,"name":470,"note":471},"us","flag-us","United States","Anti-indemnity statutes in approximately 40 states restrict or void clauses that require a party to indemnify another for the other's own negligence — most aggressively in construction, oilfield services, and transportation. California, Texas, New York, and Colorado have among the broadest restrictions. IP indemnities in technology contracts are generally enforceable nationwide but should carve out licensee modifications. The FTC and state consumer protection laws may override indemnity clauses in consumer-facing contexts.",{"code":473,"flag_asset_id":474,"name":475,"note":476},"ca","flag-ca","Canada","Canadian common law generally enforces clear indemnity language, but courts apply a strict interpretation rule — ambiguous scope is read against the indemnifier. Provincial construction legislation (Ontario's Construction Act, BC's Builders Lien Act) contains anti-indemnity provisions mirroring US restrictions. Quebec's Civil Code governs indemnity in that province and may treat certain clauses differently from common-law provinces. Contracts should specify the governing province explicitly.",{"code":478,"flag_asset_id":479,"name":480,"note":481},"uk","flag-uk","United Kingdom","Indemnity clauses in the UK are subject to the Unfair Contract Terms Act 1977 and, for consumer contracts, the Consumer Rights Act 2015 — both impose a reasonableness test on exclusion and limitation clauses. Business-to-business indemnities are generally enforceable if clearly drafted, but courts will not enforce an indemnity for deliberate wrongdoing. The Contracts (Rights of Third Parties) Act 1999 may allow third parties to enforce indemnity obligations if they are named or identifiable in the agreement.",{"code":483,"flag_asset_id":484,"name":485,"note":486},"eu","flag-eu","European Union","EU member states vary significantly in their treatment of commercial indemnities — French, German, and Dutch law each impose distinct limitations on liability exclusions and indemnification scope. GDPR creates an implied indemnification framework between data controllers and processors under Article 82, making explicit indemnity clauses in data processing agreements especially important. Consumer-facing indemnity clauses are subject to the Unfair Contract Terms Directive across all member states, which voids terms that create a significant imbalance to the consumer's detriment.",[451,488,489,490,491,492,493,494,495,496,497,498],"general-release-and-settlement-agreement-D12554","independent-contractor-agreement-D160","service-agreement-D12711","intellectual-property-assignment-D5229","software-license-agreement-D12928","asset-purchase-agreement-D928","joint-venture-agreement-D889","employment-agreement_at-will-employee-D541","subcontract-agreement-D172","lease-agreement-D1179","settlement-agreement-D916",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":95,"secondary_folder":501,"document_type":502,"industry":503,"business_stage":504,"tags":505,"confidence":510},"guaranties-and-collateral","agreement","general","all-stages",[506,502,507,508,509],"indemnity","legal","liability","contract",0.95,"\u003Ch2>What is an Indemnity Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Indemnity Agreement\u003C/strong> is a legally binding contract in which one party — the \u003Cstrong>indemnifier\u003C/strong> — agrees to compensate another party — the \u003Cstrong>indemnitee\u003C/strong> — for specific losses, liabilities, claims, or damages arising from a defined event or relationship. Beyond simple reimbursement, a well-drafted indemnity agreement typically requires the indemnifier to fund and manage the defense of covered third-party claims, making it one of the primary risk-allocation tools in commercial contracting. It is used across M&A transactions to backstop representations and warranties, in IP licensing to protect licensees from infringement claims, in services contracts to shift liability for vendor-caused damages, and in corporate governance to protect officers and directors from personal liability for actions taken in their official capacity.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written indemnity agreement, the party best positioned to prevent or manage a risk is under no contractual obligation to bear the financial consequences if that risk materializes. A vendor whose code infringes a third-party patent can walk away while their client faces a seven-figure lawsuit; a seller in an acquisition can disclaim responsibility for undisclosed liabilities the moment the deal closes. Relying on general tort principles to recover losses after the fact is expensive, slow, and uncertain — courts do not automatically impose indemnification obligations between commercial parties. A signed indemnity agreement defines the trigger, the covered losses, the cap, the notice procedure, and the survival period before any dispute arises, converting a negotiated risk allocation into an enforceable, insurable obligation. This template gives you a complete, clause-by-clause starting point that handles both unilateral and mutual structures — saving significant drafting time while ensuring every critical provision is addressed before you sign.\u003C/p>\n",1781186038457]