[{"data":1,"prerenderedAt":518},["ShallowReactive",2],{"document-mutual-indemnification-and-hold-harmless-agreement-D894":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":175,"customdescription":6,"mdFm":176,"mdProseHtml":517},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"MUTUAL INDEMNIFICATION AND HOLD HARMLESS This Mutual Indemnification and Hold Harmless (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"First 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] AND: [SECOND PARTY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ",null,"Mutual Indemnification and Hold Harmless Agreement","1",37,"doc","https://templates.business-in-a-box.com/imgs/1000px/mutual-indemnification-and-hold-harmless-agreement-D894.png","https://templates.business-in-a-box.com/imgs/250px/894.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#894.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"mutual indemnification hold harmless agreement","Mutual Indemnification and Hold Harmless Agreement Template","https://templates.business-in-a-box.com/imgs/400px/894.png","https://templates.business-in-a-box.com/imgs/600px/894.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[35,39,43,47,51,55,59,63,67,71,75,79,83,98,112,126,143,158],{"label":36,"url":37,"thumb":38,"extension":10},"Hold Harmless Agreement","/template/hold-harmless-agreement-D12882","https://templates.business-in-a-box.com/imgs/250px/12882.png",{"label":40,"url":41,"thumb":42,"extension":10},"Indemnification Agreement","/template/indemnification-agreement-D13016","https://templates.business-in-a-box.com/imgs/250px/13016.png",{"label":44,"url":45,"thumb":46,"extension":10},"Mutual Confidentiality Agreement","/template/mutual-confidentiality-agreement-D954","https://templates.business-in-a-box.com/imgs/250px/954.png",{"label":48,"url":49,"thumb":50,"extension":10},"Indemnification Agreement For Directors","/template/indemnification-agreement-for-directors-D480","https://templates.business-in-a-box.com/imgs/250px/480.png",{"label":52,"url":53,"thumb":54,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.png",{"label":56,"url":57,"thumb":58,"extension":10},"Undertaking of Indemnification","/template/undertaking-of-indemnification-D925","https://templates.business-in-a-box.com/imgs/250px/925.png",{"label":60,"url":61,"thumb":62,"extension":10},"Mutual Release","/template/mutual-release-D1043","https://templates.business-in-a-box.com/imgs/250px/1043.png",{"label":64,"url":65,"thumb":66,"extension":10},"Undertaking of Indemnification - 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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",513,"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":17,"url":95},"business-legal-agreements",{"label":17,"url":95},"/template/service-agreement-D12711",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":102,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":107,"keywords":110,"url":111},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), 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: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[108,109],{"label":17,"url":95},{"label":17,"url":95},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":113,"descriptionCustom":6,"label":114,"pages":115,"size":87,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":121,"keywords":120,"url":125},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), 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: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":120,"description":6},"subcontract agreement",[122],{"label":123,"url":124},"Consultant & Contractors","consulting-contractor-business","/template/subcontract-agreement-D172",{"description":127,"descriptionCustom":6,"label":128,"pages":129,"size":87,"extension":10,"preview":130,"thumb":131,"svgFrame":132,"seoMetadata":133,"parents":135,"keywords":134,"url":142},"VENDOR AGREEMENT This Vendor Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE COMPANY], (the \"Company\"), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE VENDOR], (the \"Vendor\"), an individual with his main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Company and Vendor shall be referred to as the \"Parties.\" WHEREAS, the Company desires to engage the Vendor for the purpose of supplying Products [SPECIFY PRODUCTS] or Services [SPECIFY SERVICES] as mentioned and described in EXHIBIT A GOOD/SERVICES; WHEREAS, the Vendor is interested in supplying the Products/performing the Services that the Company wishes; WHEREAS, both the Parties wish to evidence their contract in writing and both the Parties have the capacity to enter into and perform this contract; NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INCORPORATION OF RECITALS The Parties agree that the Recitals are true and correct and are incorporated into this Agreement as though set forth in full. RELATIONSHIP The Vendor acknowledges that they are solely an Independent Contractor and not an employee, agent, partner or joint venture of the Company. The Company will provide the Vendor with the details of the Services/Products it wants the Vendor to undertake and supply/perform henceforth. The Company shall not withhold any taxes or any amount or payment due to the Vendor and which it owes to the Vendor in regard to the Services rendered by it to the Company. TERM The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [NUMBER OF MONTHS] months starting from the Effective Date hereof and shall terminate at the expiration of the Term hereof. SERVICES/PRODUCTS The Vendor shall provide such Services/Products as mentioned in Exhibit A attached to the present Agreement. PAYMENT As consideration for, and subject to the Vendor's continued performance of, all of the Vendor Services, the Vendor will receive a lump sum cash fee of [AMOUNT] for each full calendar month during which the Vendor provides the Vendor's Services to the Company. The said payment shall be paid via [SPECIFY MODE OF PAYMENT]. VENDOR'S DOCUMENTATION At the time of Vendor registration and/or at any time thereafter and/or from time to time as may be required, the Company may seek information, data or documents as may be specified by the Company which clearly and unambiguously verify the details, including the Vendor's bank account provided by Vendor at the time of registration with or at any subsequent date. The Company has the right to reject any one or more of the documents submitted by the Vendor and may ask for other documents or further information. WARRANTIES BY THE VENDOR The Vendor warrants that the signatory to the present Agreement has the right and full authority to enter into this Agreement with the Company and the Agreement so executed is binding in nature. All obligations narrated under this Agreement are legal, valid, binding, and enforceable in law against the Vendor. There are no proceedings pending against the Vendor, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement. The Vendor warrants that it is an authorized business establishment and holds all the requisite permissions, authorities, approvals, and sanctions to conduct its business and to enter into the present Agreement with the Company. The Vendor shall always ensure compliance with all the requirements applicable to its business and for the purposes of this Agreement including but not limited to Intellectual Property rights. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities. The Vendor warrants that it has adequate rights under relevant laws including but not limited to various Intellectual Property legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/infringed any Intellectual Property rights of any third party. LIMITATION OF LIABILITY It is expressly agreed by the Vendor that the Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor or any other Party whomsoever, arising on account of any transaction under this Agreement. The Vendor agrees and acknowledges that it shall be solely liable for any claims, damages, or allegations arising out of the Products/Services and shall hold the Company harmless and indemnified against all such claims and damages. Further, the Company shall not be liable for any claims or damages arising out of any negligence, misconduct, or misrepresentation by the Vendor or any of its Representatives. The Company under no circumstances shall be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss of business, unless such loss or damages are proven by the Vendor to have been deliberately caused by the Company. CONFIDENTIALITY Definition: \"Confidential Information\" means any proprietary information, technical data, trade secrets or know-how of the Company, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the Company on whom the Vendor called or with whom the Vendor became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to the Vendor at the time of disclosure to the Vendor by the Company as evidenced by written records of the Vendor, (b) has become publicly known and made generally available through no wrongful act of the Vendor, or (c) has been rightfully received by the Vendor from a third party who is authorized to make such disclosure. Non-Use and Non-Disclosure. The Vendor shall not, during or after the Term of this Agreement: (i) use the Company's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company, or (ii) disclose the Company's Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole property of the Company. The Vendor shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information. The Vendor, his/her servants, agents, and employees shall not use, disseminate, or distribute to any person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the Company","Vendor Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/vendor-agreement-D13292.png","https://templates.business-in-a-box.com/imgs/250px/13292.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13292.xml",{"title":134,"description":6},"vendor agreement",[136,139],{"label":137,"url":138},"Sales & Marketing","sales-marketing",{"label":140,"url":141},"Advertising","advertising","/template/vendor-agreement-D13292",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":87,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":157},"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":151,"description":6},"non disclosure agreement nda",[153,154],{"label":17,"url":95},{"label":155,"url":156},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":159,"descriptionCustom":6,"label":160,"pages":101,"size":161,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":166,"keywords":173,"url":174},"EQUIPMENT LEASE AGREEMENT This Equipment Lease Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Lessor\"), 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 \"Lessee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH that in consideration of the mutual covenants and agreements to be performed and kept during the terms hereof and of any renewal, the Lessor and the Lessee covenant and agree as follows: LEASE The Lessor hereby leases to the Lessee and the Lessee hereby leases from the Lessor the equipment described in [SPECIFY SCHEDULE] and in all other Schedules which may hereafter be executed by the [COMPANY NAME] for the purpose of adding equipment thereto, which equipment including all original and replacement items, parts, accessories, and additions relating thereto is hereafter called the \"Equipment\". EQUIPMENT DESCRIPTION The Lessee authorizes the Lessor to complete the description of the Equipment in [SPECIFY SCHEDULE] with the insertion of serial numbers and other details specifically identifying the Equipment, such schedule to be signed by both parties hereto and form part of this Lease. WARRANTIES BY LESSEE & LESSOR The Lessee and Lessor each represents and warrants that it has the power to enter into this lease, and that this lease is properly and lawfully authorized and executed by it. LESSOR'S WARRANTIES Lessor and Lessee acknowledge that there are no other warranties, conditions, terms, representations of inducements expressed or implied statutory or otherwise, save as are expressly contained in this lease. Lessor warrants that the equipment shall be delivered to the Lessee in accordance with the specifications contained in [SPECIFY SCHEDULE]. The Lessor makes no representations with respect to the suitability of the equipment to the Lessee's operations. Lessor's warranties shall not extend to any party assigned this Lease by Lessor pursuant to Clause [NUMBER] herein. WARRANTIES BY MANUFACTURERS Any warranties, conditions or guarantees by the manufacturers or suppliers of the Equipment are theirs alone and not the Lessor's but are for the joint and several benefit of and enforcement by the Lessee and the Lessor. Any claims of the Lessee in connection with manufacturer's warranties, conditions or guarantees shall be made directly by the Lessor (but not Lessor's assignee) on behalf of the Lessee against the manufacturer or supplier only. TITLE The Lessor covenants that it has good titles to the Equipment and the Lessee acknowledges the Lessor's ownership of and title to the Equipment and covenants to defend the same against any contrary claim. TERM The term of this lease with respect to each piece of Equipment shall commence on the date of acceptance thereof by the Lessee in accordance with Clause [NUMBER] herein and shall continue for the term specified in [SPECIFY SCHEDULE] hereto. Rental payments with respect to each piece of Equipment shall commence and accrue due to the Lessor on such date of acceptance of such piece of Equipment by the Lessee. POSSESSION, LOCATION The Lessee shall take and, when not in default hereunder, retain exclusive control of the Equipment from the Lessee's location shown on [SPECIFY SCHEDULE]. The Lessee shall not change such location without the Lessor's prior written consent, which will not be unreasonably withheld. PERSONAL PROPERTY, LANDLORD'S DISTRESS The Equipment is and shall remain personal and moveable property. The Lessee shall not affix the Equipment nor permit it to be affixed so that it becomes part of realty and shall notify the Lessee's, Landlords, mortgagees, insurers and all others who may have an interest in or claim against the premises where the Equipment is to be located. Any removal from such premises shall be at the Lessee's risk and expense. IDENTIFICATION PLATES The Lessor may affix plates, tags or markings to the Equipment showing its interest therein, and the Lessee may display its name and such other information as may reasonably promote its business, such Lessee's markings shall be mutually approved by the parties. All Lessee's markings must be removed by the Lessee upon termination of the lease. ORDER, DELIVERY, INSTALLATION Order and delivery and installations of the Equipment shall be entirely at the Lessor's risk and expense and shall be arranged by the Lessor on behalf of the Lessee in a manner and upon terms and conditions according to the Lessee's written instructions and, to the extent of such instructions are not provided for, according to the Lessor's sole discretion but still at the Lessor's risk and expense. The Lessor shall not be responsible for any costs, losses or damages suffered by the Lessee arising out of or in connection with delays in or refusal to accept delivery of equipment. INSPECTION The Lessee shall inspect the equipment prior to delivery and accept or reject it. Notice of rejections shall be received in writing within [NUMBER] hours by the Lessor and in the absence thereof, the Lessee shall be deemed conclusively to have accepted the Equipment. Rejection shall only occur if the equipment is not in accordance with the specifications contained in [SPECIFY SCHEDULE] or as the result of faulty materials or workmanship. RE-DELIVERY, REMOVAL AT TERMINATION Upon termination of this lease for any reason, the Lessee shall deliver the Equipment entirely at its own expense to an address as designated by the Lessor in the same condition as received, reasonable wear and tear from proper use only accepted, within [NUMBER] days of the date of termination. Brakes and tires will show no more than [PERCENTAGE %] wear for each year of the Lease has elapsed and the trailers must have all signage and customer specified paint removed and returned to a white color. All damages from accident and abuse must be repaired prior to the termination of the Lease in a manner approved by the Lessor. RENT: OTHER PAYMENTS: NO SET-OFF The Lessee shall pay to the Lessor rental in the amount and at the times shown in Schedule \"A\" hereto. The Lessee shall pay to the Lessor on demand all other amounts becoming payable hereunder. The Lessee shall make such payments to the Lessor at the address of the Lessor shown above or as otherwise designated by the Lessor, without any set-off or reduction whatsoever for claims the Lessee may assert against the Lessor. Any payment not paid by the due date shall bear interest thereafter at [PERCENTAGE %] per month. UNCONDITIONAL PAYMENT Lessee's obligation to pay rent and other amounts hereunder shall be absolute and unconditional under all circumstances and without limiting the generality of the foregoing, shall not be affected by the following: Failure of the Equipment to perform in the manner expected by the Lessee. Damage to or destruction of the Equipment so that it is either completely beyond repair or partially so and whether or not it is economically justifiable to repair. Theft of the Equipment or part thereof irrespective of whether the Equipment was insured by the Lessee or the Equipment is uninsured. Seizure of the Equipment by a third party (including landlord or mortgages of the premises on which the Equipment is located). USE: MAINTENANCE: REPAIR The Lessee shall comply with all applicable laws, rules and regulations of government or other authority, with all manufacturer's and Lessor's published operation and maintenance instructions and specifications, and with all terms of any insurance policy in connection with the Equipment. The Lessor may inspect the state of repair of the Equipment at any reasonable time. ALTERATIONS ETC. TO EQUIPMENT","Equipment Lease Agreement",71,"https://templates.business-in-a-box.com/imgs/1000px/equipment-lease-agreement-D1140.png","https://templates.business-in-a-box.com/imgs/250px/1140.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1140.xml",{"title":6,"description":6},[167,170],{"label":168,"url":169},"Production & Operations","production-operations",{"label":171,"url":172},"Equipment Agreement","equipment-agreement","equipment lease agreement","/template/equipment-lease-agreement-D1140",false,{"seo":177,"reviewer":187,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":284,"how_to_fill":329,"common_mistakes":370,"faqs":395,"industries":426,"comparisons":451,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":505,"classification":506},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Mutual Indemnification and Hold Harmless Agreement Template (Free Word)","Free mutual indemnification and hold harmless agreement template. Covers reciprocal liability protection, indemnity obligations, and limitation of claims. Free Word and PDF download.","mutual indemnification and hold harmless agreement template",[182,183,184,185,186],"mutual indemnity agreement","hold harmless agreement template word","indemnification clause template","hold harmless agreement free","mutual hold harmless agreement",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":193,"signature_required":193},"advanced",true,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Mutual Indemnification and Hold Harmless Agreement is a legally binding contract in which two parties each agree to protect the other from claims, losses, damages, and liabilities arising from their respective actions or negligence. Unlike a one-sided indemnity clause, the obligation runs both ways — each party bears responsibility for what they cause. This template is a free Word download you can edit online and export as PDF for execution before any joint venture, service engagement, or collaborative project.\n","Use it whenever two businesses or individuals are engaged in a shared activity where each party's actions could expose the other to third-party claims — such as joint events, co-branded projects, vendor relationships, or facility-sharing arrangements. It is especially critical when neither party has full control over all risks generated by the collaboration.\n","Definitions of indemnified parties and covered claims, mutual indemnity obligations, hold harmless and defense duties, insurance requirements, limitation of liability, indemnity procedures and notice requirements, governing law, and signature blocks for both parties.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Small business owners","Protecting their company from liability claims arising from a vendor or partner's mistakes","persona-small-business-owner",{"title":204,"use_case":205,"icon_asset_id":206},"Event organizers and promoters","Allocating liability between co-hosts, venues, and sponsors for live events","persona-event-organizer",{"title":208,"use_case":209,"icon_asset_id":210},"Contractors and subcontractors","Establishing reciprocal liability protection on joint construction or renovation projects","persona-contractor",{"title":212,"use_case":213,"icon_asset_id":214},"Technology companies","Protecting each party from IP infringement or data breach claims in a software integration or API partnership","persona-startup-founder",{"title":216,"use_case":217,"icon_asset_id":218},"Property owners and tenants","Allocating responsibility for injuries or damage between landlord and commercial tenant","persona-property-manager",{"title":220,"use_case":221,"icon_asset_id":222},"Operations directors","Standardizing liability allocation language across all third-party vendor and partner contracts","persona-operations-director",[224,228,232,236,239,242,246],{"situation":225,"recommended_template":226,"slug":227},"Only one party is accepting all liability risk","One-Sided Hold Harmless Agreement","hold-harmless-agreement-D12882",{"situation":229,"recommended_template":230,"slug":231},"Protecting a business from liability in a service contract","Service Agreement with Indemnification Clause","service-agreement-D12711",{"situation":233,"recommended_template":234,"slug":235},"Covering liability between a contractor and subcontractor","Subcontractor Agreement","subcontract-agreement-D172",{"situation":237,"recommended_template":128,"slug":238},"Limiting liability in a vendor supply relationship","vendor-agreement-D13292",{"situation":240,"recommended_template":100,"slug":241},"Protecting parties in a joint venture with shared profits and risks","joint-venture-agreement-D889",{"situation":243,"recommended_template":244,"slug":245},"Covering liability exposure in a facility or equipment rental","Equipment Rental Agreement","equipment-lease-agreement-D1140",{"situation":247,"recommended_template":248,"slug":249},"Allocating liability between parties in an event sponsorship","Event Sponsorship Agreement","sponsorship-agreement-D12549",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Indemnification","A contractual obligation by one party to compensate another for losses, damages, or legal costs arising from specified events or actions.",{"term":255,"definition":256},"Hold Harmless","A promise by one party not to hold the other legally responsible for specified claims, injuries, or damages — often paired with an indemnification obligation.",{"term":258,"definition":259},"Indemnitee","The party who receives the protection — the one being held harmless and indemnified against claims.",{"term":261,"definition":262},"Indemnitor","The party who provides the protection — the one agreeing to compensate the other for covered losses.",{"term":264,"definition":265},"Third-Party Claim","A legal claim brought by an outside party against one or both contracting parties, such as a customer, employee, or bystander who suffers harm.",{"term":267,"definition":268},"Defense Obligation","A duty to pay for and conduct the legal defense of the indemnitee when a covered claim is asserted, separate from paying any final judgment.",{"term":270,"definition":271},"Limitation of Liability","A clause capping the maximum financial exposure of each party under the agreement — often expressed as a dollar amount or a multiple of fees paid.",{"term":273,"definition":274},"Gross Negligence","A standard of fault significantly worse than ordinary negligence — a reckless disregard for the safety or rights of others — often used as a threshold above which indemnity obligations apply or carve-outs are triggered.",{"term":276,"definition":277},"Insurance Requirement","A contractual obligation for each party to maintain specified types and minimum amounts of liability insurance and, in many cases, to name the other party as an additional insured.",{"term":279,"definition":280},"Mutual Obligation","A commitment that runs reciprocally — each party bears the same class of obligation toward the other rather than one party assuming all risk.",{"term":282,"definition":283},"Indemnity Trigger","The specific event, act, or omission that activates one party's duty to indemnify the other — typically defined as negligence, breach, or willful misconduct by the indemnifying party.",[285,290,295,300,305,310,315,319,324],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Definitions","Establishes the precise meaning of key terms — 'Claims,' 'Losses,' 'Indemnified Parties,' 'Third-Party Claim,' and 'Indemnity Trigger' — so both parties share a common interpretive baseline.","As used in this Agreement, 'Claims' means any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) of any kind arising out of or relating to the subject matter hereof.","Leaving 'Claims' undefined or using it inconsistently throughout the document — courts have limited indemnity obligations to the narrowest reading when the definition is ambiguous.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Mutual Indemnification Obligations","The core reciprocal promise: each party agrees to indemnify, defend, and hold harmless the other from claims, losses, and expenses caused by that party's own negligence, breach, or willful misconduct.","Each Party (as 'Indemnifying Party') shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (collectively 'Indemnified Parties') from and against any Claims arising out of or resulting from the Indemnifying Party's negligence, willful misconduct, or breach of this Agreement.","Using 'arising out of or in connection with' without limiting the trigger to the indemnifying party's own fault — this inadvertently makes each party liable for the other's negligence too.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Hold Harmless Covenant","A standalone promise by each party not to assert or pursue claims against the other for losses within the scope of the agreement, reinforcing the indemnification obligation with a covenant not to sue.","Each Party agrees to hold harmless and release the other Party from any Claims within the scope of this Agreement that are caused by or attributable to the acts or omissions of the releasing Party, its employees, agents, or contractors.","Conflating hold harmless with indemnification and omitting one entirely — courts in several jurisdictions treat them as distinct obligations, and omitting either can leave a gap in protection.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Defense Obligation and Counsel Selection","Requires the indemnifying party to actively defend the indemnitee against covered third-party claims, including paying defense costs as they accrue — and specifies who selects and controls defense counsel.","Upon receipt of notice of any Claim, the Indemnifying Party shall assume the defense of the Indemnified Parties using counsel reasonably acceptable to the Indemnified Party. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.","Allowing the indemnifying party to select counsel without an approval right for the indemnitee — conflicts of interest are common when shared counsel represents both parties.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Notice and Tender Requirements","Sets out the procedure and deadline for notifying the indemnifying party of a covered claim — including the form of notice, timing, and consequences of late notice.","The Indemnified Party shall provide written notice to the Indemnifying Party within [30] days of becoming aware of any Claim for which indemnification may be sought. Failure to provide timely notice shall not relieve the Indemnifying Party of its obligations unless such failure materially prejudices the Indemnifying Party's ability to defend.","Specifying a hard forfeiture of indemnity rights for any late notice, regardless of prejudice — courts in most jurisdictions will not enforce a forfeiture unless the delay actually harmed the indemnitor's defense.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Insurance Requirements","Requires each party to maintain general liability (and, where appropriate, professional liability or workers' compensation) insurance at specified minimum limits, and to provide certificates naming the other party as an additional insured.","Each Party shall maintain, at its own expense, commercial general liability insurance with limits of not less than $[1,000,000] per occurrence and $[2,000,000] aggregate, and shall cause the other Party to be named as an additional insured on each such policy. Certificates of insurance shall be provided upon request.","Requiring additional-insured status without specifying that the coverage must be primary and non-contributory — the other party's insurer may otherwise seek to share costs with the indemnitee's own insurer.",{"name":270,"plain_english":316,"sample_language":317,"common_mistake":318},"Caps the maximum financial exposure of each party under this agreement — typically the greater of a fixed dollar amount or the total fees paid under the underlying contract — and excludes indirect or consequential damages.","Notwithstanding any other provision of this Agreement, neither Party's total liability under this Agreement shall exceed the greater of (a) $[AMOUNT] or (b) the total fees paid or payable by the other Party under the underlying agreement in the [12] months preceding the Claim. In no event shall either Party be liable for indirect, incidental, or consequential damages.","Placing the liability cap below the realistic value of potential third-party claims — a cap set too low makes the indemnification commercially meaningless for covered losses that exceed it.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Exclusions from Indemnification","Carves out scenarios where one party's indemnity obligation does not apply — typically the indemnitee's own gross negligence, willful misconduct, or breach of the agreement.","Notwithstanding the foregoing, the Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any Claims arising from or attributable to (a) the Indemnified Party's own gross negligence or willful misconduct, or (b) the Indemnified Party's material breach of this Agreement.","Excluding only 'gross negligence' when the indemnitee's ordinary negligence also contributed — failing to include comparative fault carve-outs can leave the indemnitor covering losses it did not cause.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Governing Law and Dispute Resolution","Identifies the jurisdiction whose law governs interpretation and enforcement, and specifies how disputes will be resolved — arbitration, mediation, or litigation — including venue.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict of law principles. Any dispute arising hereunder shall be submitted to binding arbitration before [AAA / JAMS] in [CITY], except that either Party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law that differs from the jurisdiction where the underlying activity occurs — local courts may apply local law regardless of the contractual choice, particularly for tort-based indemnity claims.",[330,335,340,345,350,355,360,365],{"step":331,"title":332,"description":333,"tip":334},1,"Identify the parties and their legal entity names","Enter the full registered legal name, entity type (LLC, Corp, etc.), state or country of formation, and principal address for each party. Both parties carry equal obligations, so precision here matters for enforcement.","Cross-reference each party's name against their state or provincial corporate registry to confirm the exact legal entity before signing.",{"step":336,"title":337,"description":338,"tip":339},2,"Define the scope of the covered activity","Describe the underlying project, event, or relationship that gives rise to the mutual indemnity — the more specific, the better. Vague scope creates disputes about whether a given claim falls within the agreement.","If the parties have a separate master services agreement or project contract, reference it by name and date in the scope clause to tie the indemnity to that specific engagement.",{"step":341,"title":342,"description":343,"tip":344},3,"Set the indemnity trigger standard","Choose whether indemnity is triggered by negligence only, by breach of the agreement, or by both. Decide whether the indemnity covers strict liability claims in addition to fault-based ones.","Broad triggers like 'arising out of or related to' can capture claims the indemnitor had no hand in causing — use 'caused by or resulting from the fault or breach of' for tighter protection.",{"step":346,"title":347,"description":348,"tip":349},4,"Specify insurance minimums and additional-insured requirements","Enter the required coverage types and minimum limits appropriate to the risk level of the underlying activity. Common baselines are $1M per occurrence / $2M aggregate for general liability. Add professional liability and cyber liability requirements for technology or professional service engagements.","Request a certificate of insurance and additional-insured endorsement from the other party before the project begins — not after a claim arises.",{"step":351,"title":352,"description":353,"tip":354},5,"Set the notice period and tender procedure","Specify the number of days after a claim is discovered that notice must be provided, the required form (written, certified mail, email with confirmation), and the contact person for each party.","30 days is a widely accepted notice period — shorter deadlines create forfeiture risk; longer deadlines delay the indemnitor's ability to mount an effective defense.",{"step":356,"title":357,"description":358,"tip":359},6,"Negotiate and enter the liability cap","Agree on a dollar ceiling for each party's total exposure. Base it on the value of the underlying contract, the realistic range of third-party claims, and each party's insurance limits.","Set the cap at or above the underlying contract value. A cap below the contract value effectively negates the indemnity for any serious claim.",{"step":361,"title":362,"description":363,"tip":364},7,"Review exclusions and carve-outs","Confirm that gross negligence, willful misconduct, and material breach by the indemnitee are excluded from coverage. Consider adding a comparative fault provision that reduces indemnity obligations proportionally when both parties contributed to the loss.","In jurisdictions with comparative negligence statutes, a proportional carve-out aligns the contract with what courts would likely do anyway — and makes the agreement easier to enforce.",{"step":366,"title":367,"description":368,"tip":369},8,"Execute before the activity begins","Both authorized signatories must sign and date the agreement before the joint activity, event, or project starts. Post-activity signatures raise fresh-consideration problems and may not cover claims that arose before execution.","Use a dated signature block with the signer's name, title, and authority statement (e.g., 'duly authorized representative') to prevent later disputes about whether the signatory had authority to bind the entity.",[371,375,379,383,387,391],{"mistake":372,"why_it_matters":373,"fix":374},"Using an overbroad indemnity trigger","Language like 'arising out of or in connection with this Agreement' can make one party liable for losses entirely caused by the other's negligence — defeating the purpose of a mutual structure.","Tie the trigger to the specific party's own acts, omissions, negligence, or breach. Add 'caused by or attributable to the Indemnifying Party' to close the gap.",{"mistake":376,"why_it_matters":377,"fix":378},"Omitting the defense obligation","Indemnification without a defense duty means the indemnitee must fund their own defense and then seek reimbursement after the fact — often years later, after substantial out-of-pocket costs.","Include an express, real-time defense obligation requiring the indemnitor to pay defense costs as they accrue, not only upon final judgment.",{"mistake":380,"why_it_matters":381,"fix":382},"Setting the liability cap below realistic claim exposure","A $50,000 cap on a $500,000 project means the indemnity is commercially meaningless for any material third-party injury or property damage claim.","Calibrate the cap to the greater of the contract value or the minimum coverage limits required under the insurance clause — and confirm both parties' insurers will cover up to that level.",{"mistake":384,"why_it_matters":385,"fix":386},"Failing to require primary and non-contributory insurance","Without this language, the indemnitor's insurer can demand that the indemnitee's own insurer contribute to defense costs and damages — reducing the net protection.","Add 'coverage shall be primary and non-contributory with respect to any other insurance maintained by the Indemnified Party' to the insurance requirements clause.",{"mistake":388,"why_it_matters":389,"fix":390},"Signing after the joint activity has begun","Claims that arise before execution are not covered by the agreement, and courts may find the agreement lacks fresh consideration if the parties were already performing.","Execute the agreement — with authorized signatories and dated signatures — before the first day of any shared activity, event, or project.",{"mistake":392,"why_it_matters":393,"fix":394},"No carve-out for the indemnitee's own misconduct","Without an exclusion, the indemnifying party could be required to cover losses caused entirely by the indemnitee's own gross negligence or intentional wrongdoing — a result no court intended the contract to reach.","Add an explicit exclusion for Claims arising from the Indemnified Party's own gross negligence, willful misconduct, or material breach of the agreement.",[396,399,402,405,408,411,414,417,420,423],{"question":397,"answer":398},"What is a mutual indemnification and hold harmless agreement?","A mutual indemnification and hold harmless agreement is a bilateral contract in which each party agrees to protect the other from claims, losses, damages, and legal costs caused by that party's own negligence, breach, or misconduct. Unlike a one-sided indemnity clause — where only one party assumes all risk — the mutual structure allocates liability proportionately so each party bears the consequences of what they cause. It is commonly used in joint ventures, vendor relationships, events, and any collaboration where both parties contribute to the risk environment.\n",{"question":400,"answer":401},"What is the difference between indemnification and hold harmless?","Indemnification is an obligation to compensate the other party for covered losses after they occur — paying damages, settlements, and legal fees. A hold harmless covenant is a promise not to assert covered claims against the other party in the first place. Courts in most jurisdictions treat them as distinct but complementary obligations. Using both in the same agreement provides the broadest protection: one prevents the claim from being asserted; the other covers it if it is.\n",{"question":403,"answer":404},"When do I need a mutual hold harmless agreement instead of a one-sided one?","Use a mutual agreement when both parties contribute materially to the risk of the shared activity — for example, two vendors co-hosting an event, a contractor and property owner on a renovation project, or two technology companies integrating their platforms. A one-sided agreement is appropriate when one party has substantially all the control and exposure — for example, a client asking a contractor to assume all project liability. When risk is roughly equal, mutual is fairer and more enforceable.\n",{"question":406,"answer":407},"Is a hold harmless agreement enforceable?","Hold harmless agreements are generally enforceable in most jurisdictions when they are clearly written, cover a lawful activity, and are entered into by parties with equal bargaining power. Enforceability limits vary by jurisdiction — several US states prohibit or restrict hold harmless clauses in construction contracts, and courts typically will not enforce indemnity for a party's own intentional wrongdoing or gross negligence. Consider consulting a lawyer to confirm enforceability in your specific jurisdiction and industry.\n",{"question":409,"answer":410},"Does a mutual indemnification agreement require insurance?","The agreement itself does not legally require insurance, but a well-drafted mutual indemnification clause almost always includes an insurance requirement to back the indemnity obligation with real financial capacity. If the indemnifying party lacks the assets to cover a major claim, the contractual indemnity is worthless in practice. Requiring each party to maintain general liability insurance at specified limits — and to name the other as an additional insured — ensures the obligation can actually be funded when a claim arises.\n",{"question":412,"answer":413},"Can an indemnification clause cover attorneys' fees?","Yes — and it should. Attorneys' fees are often the largest component of a claim. A well-drafted indemnity clause expressly covers 'reasonable attorneys' fees and costs' as part of the covered losses. Without this language, some jurisdictions apply the American Rule, under which each party bears its own legal costs regardless of outcome. Including a real-time defense obligation — not just post-judgment reimbursement — is equally important for cash-flow protection.\n",{"question":415,"answer":416},"What is the difference between a mutual indemnification agreement and a mutual non-disclosure agreement?","A mutual indemnification agreement allocates financial liability for physical, legal, or economic harm caused by each party's actions. A mutual non-disclosure agreement (NDA) protects confidential information shared between parties and restricts its use. They address entirely different risks and are often used together — the NDA governs information flow, while the indemnification agreement governs liability allocation. They are separate documents serving separate purposes.\n",{"question":418,"answer":419},"Can a limitation of liability clause override indemnification obligations?","It can — and frequently does. A liability cap placed in the same agreement as an indemnity clause typically applies to indemnity obligations as well, unless the agreement expressly states otherwise. Courts generally enforce clear, conspicuous caps. If you need indemnity obligations to exceed the cap in certain circumstances — such as IP infringement or death and personal injury — carve those categories out of the limitation clause explicitly.\n",{"question":421,"answer":422},"Do I need a lawyer to use a mutual indemnification agreement template?","For straightforward vendor relationships or low-risk collaborations, a high-quality template is typically sufficient. Legal review is strongly recommended when the underlying activity involves significant physical risk (construction, events with large crowds), when one or both parties operate in a regulated industry (healthcare, finance), when cross-border enforceability matters, or when the potential claim exposure exceeds the parties' routine insurance limits. A 1–2 hour attorney review typically costs $300–$800 and is worthwhile for any high-stakes engagement.\n",{"question":424,"answer":425},"What happens if one party fails to maintain the required insurance?","Failure to maintain required insurance is typically a material breach of the agreement, giving the other party the right to terminate, seek indemnification for any uninsured losses, or both. It also means the indemnifying party must cover covered claims out of pocket — a significant exposure for any serious incident. To minimize this risk, require proof of insurance (a certificate and additional-insured endorsement) before the joint activity begins, and include an obligation to notify the other party immediately if coverage lapses or is cancelled.\n",[427,431,435,439,443,447],{"industry":428,"icon_asset_id":429,"specifics":430},"Construction and Trades","industry-construction","Reciprocal indemnity between general contractors and subcontractors is standard on most commercial projects; many US states limit anti-indemnity provisions that shift responsibility for the indemnitee's own negligence.",{"industry":432,"icon_asset_id":433,"specifics":434},"Events and Entertainment","industry-events","Co-promoters, venues, and sponsors each carry distinct liability exposures for crowd safety, equipment failure, and performer incidents — mutual indemnity allocates each party's slice of the risk.",{"industry":436,"icon_asset_id":437,"specifics":438},"Technology and SaaS","industry-saas","API integrations and white-label partnerships require mutual IP indemnification covering patent, copyright, and data breach claims, each of which can originate from either party's platform.",{"industry":440,"icon_asset_id":441,"specifics":442},"Professional Services","industry-professional-services","Consulting firms and their clients typically use mutual indemnity to separate liability for advice given versus implementation decisions made, with professional liability insurance requirements on the consultant's side.",{"industry":444,"icon_asset_id":445,"specifics":446},"Real Estate and Property","industry-real-estate","Commercial landlord-tenant agreements commonly include mutual hold harmless provisions allocating liability for common-area incidents (landlord) versus tenant-operated-space incidents (tenant).",{"industry":448,"icon_asset_id":449,"specifics":450},"Healthcare","industry-healthtech","Hospitals, clinical staffing firms, and technology vendors use mutual indemnity to separate liability for patient care decisions versus staffing or platform failures, given the heightened regulatory and malpractice exposure.",[452,455,459,461],{"vs":226,"vs_template_id":453,"summary":454},"D{ONESIDED_HOLD_HARMLESS_ID}","A one-sided hold harmless agreement requires only one party — typically the contractor or vendor — to indemnify the other. It is appropriate when one party controls substantially all the risk, such as a service provider working on a client's premises. A mutual agreement is better when both parties contribute to the risk environment and neither should bear the consequences of the other's fault.",{"vs":456,"vs_template_id":457,"summary":458},"General Liability Waiver","D{LIABILITY_WAIVER_ID}","A liability waiver is a release signed by one party — typically a participant — surrendering their right to sue for personal injury arising from a specific activity. It is a one-directional consumer-facing document. A mutual indemnification agreement is a B2B contract that allocates liability between two commercial parties; it is bilateral, broader in scope, and typically backed by insurance requirements.",{"vs":85,"vs_template_id":231,"summary":460},"A service agreement governs the full scope of a service relationship — deliverables, payment, timelines, and IP — and often includes an indemnification clause as one of many provisions. A standalone mutual indemnification agreement provides deeper, more specific liability protection and is used when the parties want indemnity terms that stand independently of the broader commercial terms or that apply across multiple engagements.",{"vs":100,"vs_template_id":462,"summary":463},"joint-venture-agreement-D204","A joint venture agreement governs an entire collaborative business relationship — profit sharing, governance, contributions, and exit — and includes indemnification as one component. A standalone mutual indemnification agreement is narrower, covering only liability allocation, and is used when two parties want to establish risk protection for a specific project or event without forming a broader joint venture structure.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Low-to-medium-risk vendor relationships, event co-hosting, and straightforward B2B collaborations in a single jurisdiction","Free","30–60 minutes",{"best_for":470,"cost":471,"time":472},"Higher-value engagements, cross-border parties, regulated industries, or projects involving significant physical risk","$300–$800","2–4 days",{"best_for":474,"cost":475,"time":476},"Large construction projects, healthcare or financial services partnerships, multi-jurisdiction arrangements, or any engagement with potential claim exposure exceeding $500K","$1,500–$5,000+","1–3 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","Enforceability varies significantly by state. Approximately 40 states have enacted anti-indemnity statutes that void contractual provisions requiring one party to indemnify another for the indemnitee's own negligence — particularly in construction. California, Texas, and New York each have distinct rules. Courts apply the 'express negligence' doctrine in many states, requiring gross negligence or willful misconduct carve-outs to be explicitly stated to be enforceable.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Indemnification agreements are generally enforceable across Canadian provinces, but courts construe indemnity clauses strictly against the party seeking indemnification. Ontario and British Columbia have anti-indemnity provisions in their construction acts limiting the ability to shift liability for a party's own negligence in construction contracts. Quebec's civil law framework treats indemnity obligations differently from common-law provinces, and French-language contracts are required for provincially regulated employers in Quebec.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","The Unfair Contract Terms Act 1977 (UCTA) and the Consumer Rights Act 2015 restrict the enforceability of indemnity clauses in standard-form B2C contracts and impose a reasonableness test on B2B exclusion and indemnity clauses. Mutual indemnification between commercial parties of roughly equal bargaining power is generally enforceable when clearly drafted. The Contracts (Rights of Third Parties) Act 1999 may allow third parties to enforce indemnity provisions unless expressly excluded.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","EU member states each apply their own national contract law, so enforceability conditions vary — Germany, France, and the Netherlands each have distinct rules on limitation clauses and indemnity. EU consumer protection directives restrict unfair terms in B2C contracts but generally do not affect commercial B2B indemnity agreements. GDPR adds a data-processing dimension: where one party processes personal data on behalf of the other, a data processing agreement is required in addition to this indemnity agreement.",[231,241,235,238,499,245,500,501,249,502,503,504],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","liability-waiver-D12884","partnership-agreement-D12551","master-service-agreement-D12657","unilateral-liability-release-D1045",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":95,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":516},"guaranties-and-collateral","agreement","general","all-stages",[512,513,514,515],"indemnification","liability-protection","mutual-agreement","legal-contract",0.95,"\u003Ch2>What is a Mutual Indemnification and Hold Harmless Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Mutual Indemnification and Hold Harmless Agreement\u003C/strong> is a legally binding contract in which two parties each agree to protect the other from third-party claims, financial losses, and legal costs caused by their respective acts, omissions, negligence, or breaches. The defining feature is reciprocity: the liability-allocation obligation runs equally in both directions, so neither party bears the consequences of what the other party caused. The document typically combines three distinct protections — an indemnification obligation (pay for covered losses), a hold harmless covenant (don't assert covered claims), and a defense duty (fund and conduct the legal defense in real time) — creating a layered shield that activates the moment a covered claim is threatened or filed.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a mutual indemnification agreement, a claim arising from a joint activity can fall entirely on whichever party the plaintiff chooses to sue — regardless of who actually caused the harm. If your co-host, vendor partner, or project collaborator triggers an incident and there is no written liability allocation in place, you may spend months in litigation simply establishing that the other party should bear the cost. The absence of a defense obligation means funding your own legal defense out of pocket while you wait for reimbursement that may never come. A signed mutual indemnification agreement, executed before the activity begins, closes that gap: it directs liability to its source, activates insurance coverage through additional-insured requirements, and gives both parties a clear procedure for handling claims without expensive disputes about who owes what. This template gives you a professionally structured starting point that covers every material clause — at no cost and in under an hour.\u003C/p>\n",1781186038766]