[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-undertaking-of-indemnification-D925":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"UNDERTAKING OF INDEMNIFICATION This Undertaking of Indemnification Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY 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\"), an individual with his main address located at: [COMPLETE ADDRESS] For good and valuable consideration received, [YOUR COMPANY NAME] (\"the Indemnifier\") hereby agrees to save and hold harmless [SECOND PARTY NAME] from and indemnify him against any and all liabilities, claims, actions, suits, demands, obligations, damages, losses, indemnities or complaints of any kind whatsoever (including reasonable expenses and professional fees incident thereto) and including any interest accruing thereon, filed, deposited, claimed, raised or made (collectively, the \"Claims\") in relation to the Memorandum of Agreement, dated [DATE], a copy of which agreement is attached as Schedule 1 hereto and all agreements or understandings relating thereto (collectively, the \"Memorandum\"). The Indemnifier shall diligently defend themselves and, if [SECOND PARTY NAME] so requests, [SECOND PARTY NAME] against all Claims, all at the cost of the Indemnifier. The Indemnifier shall neither settle nor compromise nor offer to settle or compromise any Claim in their name or on their behalf, nor in his name and on his behalf, without [SECOND PARTY NAME]'s prior written consent.",null,"Undertaking of Indemnification","3",42,"doc","https://templates.business-in-a-box.com/imgs/1000px/undertaking-of-indemnification-D925.png","https://templates.business-in-a-box.com/imgs/250px/925.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#925.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"undertaking indemnification","Undertaking of Indemnification Template","https://templates.business-in-a-box.com/imgs/400px/925.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[34,38,42,46,50,54,58,62,66,70,74,78,82,96,109,123,137,154],{"label":35,"url":36,"thumb":37,"extension":10},"Undertaking of Indemnification -  Director","/template/undertaking-of-indemnification--director-D924","https://templates.business-in-a-box.com/imgs/250px/924.png",{"label":39,"url":40,"thumb":41,"extension":10},"Indemnification Agreement","/template/indemnification-agreement-D13016","https://templates.business-in-a-box.com/imgs/250px/13016.png",{"label":43,"url":44,"thumb":45,"extension":10},"Indemnification Agreement For Directors","/template/indemnification-agreement-for-directors-D480","https://templates.business-in-a-box.com/imgs/250px/480.png",{"label":47,"url":48,"thumb":49,"extension":10},"Undertaking Sale Representation Services","/template/undertaking-sale-representation-services-D5225","https://templates.business-in-a-box.com/imgs/250px/5225.png",{"label":51,"url":52,"thumb":53,"extension":10},"Letter of Indemnification to Former Director","/template/letter-of-indemnification-to-former-director-D5172","https://templates.business-in-a-box.com/imgs/250px/5172.png",{"label":55,"url":56,"thumb":57,"extension":10},"Mutual Indemnification and Hold Harmless Agreement","/template/mutual-indemnification-and-hold-harmless-agreement-D894","https://templates.business-in-a-box.com/imgs/250px/894.png",{"label":59,"url":60,"thumb":61,"extension":10},"Legal Service Agreement","/template/legal-service-agreement-D14001","https://templates.business-in-a-box.com/imgs/250px/14001.png",{"label":63,"url":64,"thumb":65,"extension":10},"Contract on Retaining Legal Counsel","/template/contract-on-retaining-legal-counsel-D5189","https://templates.business-in-a-box.com/imgs/250px/5189.png",{"label":67,"url":68,"thumb":69,"extension":10},"License Agreement Contract of License_Right to Customer","/template/license-agreement-contract-of-license-right-to-customer-D1023","https://templates.business-in-a-box.com/imgs/250px/1023.png",{"label":71,"url":72,"thumb":73,"extension":10},"Contract Manufacturing Agreement","/template/contract-manufacturing-agreement-D13942","https://templates.business-in-a-box.com/imgs/250px/13942.png",{"label":75,"url":76,"thumb":77,"extension":10},"Checklist Small Business Legal Compliance Inventory","/template/checklist-small-business-legal-compliance-inventory-D864","https://templates.business-in-a-box.com/imgs/250px/864.png",{"label":79,"url":80,"thumb":81,"extension":10},"Restrictive Covenants for Employment Agreements","/template/restrictive-covenants-for-employment-agreements-D555","https://templates.business-in-a-box.com/imgs/250px/555.png",{"description":83,"descriptionCustom":6,"label":84,"pages":8,"size":85,"extension":10,"preview":86,"thumb":87,"svgFrame":88,"seoMetadata":89,"parents":91,"keywords":90,"url":95},"HOLD HARMLESS AGREEMENT This Hold Harmless Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR FULL NAME] (the \"Indemnifier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Indemnified Party\" a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS both Parties wish to indemnify and hold harmless each other from any claims or litigation arising out of their contractual engagement with each other regarding the services provided by them to each other. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: HOLD HARMLESS Each Party agrees to indemnify and hold harmless, to the fullest extent allowed by law, the other Party and its principals, officers, and employees from and against all claims, demands, suits, actions, payments, liabilities, judgments and expenses (including court-ordered attorneys' fees) arising out of or resulting from the acts or omissions of their principals, officers, or employees in the performance of this Agreement. Liability includes any claims, damages, losses, and expenses arising out of or resulting from performance of this Agreement that result in any claim for damage whatsoever, including any bodily injury, civil rights liability, sickness, disease, or damage to or destruction of tangible property, including the loss of use resulting therefrom. Each Party shall maintain a policy or policies of insurance (or a self-insurance program) sufficient in coverage and amount to pay any judgments or related expenses from or in conjunction with any such claims. Nothing in this Agreement shall require either Party to indemnify or hold harmless the other Party from liability for the negligent or wrongful acts or omissions of said other Party or its principals, officers, or employees. AUTHORITY TO ENTER AGREEMENT Each Party that has entered into this Agreement agrees to have full authority to enter into the present Agreement. NOTICE OF CLAIM In the event of any claim or action, the Insured Party shall promptly provide the Indemnifying Party with written notice of claim or action and will notify the Indemnifying Party within _____ days of the commencement of the legal proceedings relating to the claim or action, and the Indemnifying Party will provide the Insured Party with all relevant information known to the Indemnifying Party. AMENDMENTS None of the covenants, terms or conditions of this Agreement, to be kept and performed by either Party, shall in any manner be altered, waived, modified, changed or abandoned except by a written instrument, duly signed, acknowledged and delivered by the other Party. AUTHORIZATION OF INDEMNIFICATION In any case where the Indemnified Party requires indemnification, the Indemnifier will make the determination of whether the indemnification is appropriate, having given consideration to the terms described in the exceptions to indemnification","Hold Harmless Agreement",513,"https://templates.business-in-a-box.com/imgs/1000px/hold-harmless-agreement-D12882.png","https://templates.business-in-a-box.com/imgs/250px/12882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12882.xml",{"title":90,"description":6},"hold harmless agreement",[92,94],{"label":17,"url":93},"business-legal-agreements",{"label":17,"url":93},"/template/hold-harmless-agreement-D12882",{"description":97,"descriptionCustom":6,"label":98,"pages":99,"size":85,"extension":10,"preview":100,"thumb":101,"svgFrame":102,"seoMetadata":103,"parents":105,"keywords":104,"url":108},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":104,"description":6},"service agreement",[106,107],{"label":17,"url":93},{"label":17,"url":93},"/template/service-agreement-D12711",{"description":110,"descriptionCustom":6,"label":111,"pages":99,"size":112,"extension":10,"preview":113,"thumb":114,"svgFrame":115,"seoMetadata":116,"parents":117,"keywords":121,"url":122},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[118],{"label":119,"url":120},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":124,"descriptionCustom":6,"label":125,"pages":8,"size":85,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":131,"keywords":130,"url":136},"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","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":130,"description":6},"non disclosure agreement nda",[132,133],{"label":17,"url":93},{"label":134,"url":135},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":138,"descriptionCustom":6,"label":139,"pages":140,"size":85,"extension":10,"preview":141,"thumb":142,"svgFrame":143,"seoMetadata":144,"parents":146,"keywords":145,"url":153},"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":145,"description":6},"vendor agreement",[147,150],{"label":148,"url":149},"Sales & Marketing","sales-marketing",{"label":151,"url":152},"Advertising","advertising","/template/vendor-agreement-D13292",{"description":155,"descriptionCustom":6,"label":156,"pages":157,"size":85,"extension":10,"preview":158,"thumb":159,"svgFrame":160,"seoMetadata":161,"parents":163,"keywords":162,"url":170},"LIABILITY WAIVER This Liability Waiver (the \"Waiver\") is effective [DATE], by [PARTY'S FULL NAME] (the \"Party\") who acknowledges and agrees to the terms below: TERMS AND CONDITIONS The Party willingly volunteers to join and participate in the [COMPANY NAME]'s [SPECIFY ACTIVITY] activity. The Party is aware and acknowledges that the Company will not be held responsible for the risk and hazard that may arise during this activity","Liability Waiver","1","https://templates.business-in-a-box.com/imgs/1000px/liability-waiver-D12884.png","https://templates.business-in-a-box.com/imgs/250px/12884.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12884.xml",{"title":162,"description":6},"liability waiver",[164,167],{"label":165,"url":166},"Human Resources","human-resources",{"label":168,"url":169},"Company Policies","company-policies","/template/liability-waiver-D12884",false,{"seo":173,"reviewer":184,"quick_facts":188,"at_a_glance":191,"personas":195,"variants":220,"glossary":246,"clauses":280,"how_to_fill":331,"common_mistakes":372,"faqs":397,"industries":428,"comparisons":453,"diy_vs_lawyer":468,"jurisdictions":481,"related_template_ids_curated":502,"schema":513,"classification":514},{"meta_title":174,"meta_description":175,"primary_keyword":176,"secondary_keywords":177},"Undertaking of Indemnification Template | BIB","Free undertaking of indemnification template for businesses. Covers indemnitor obligations, scope of liability, defense duties, and caps.","undertaking of indemnification template",[178,179,180,181,182,183],"indemnification letter template","indemnity undertaking template","indemnification clause template","undertaking of indemnification form","business indemnification agreement","indemnification agreement free download",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":189,"legal_review_recommended":190,"signature_required":190},"advanced",true,{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"An Undertaking of Indemnification is a legally binding document in which one party (the indemnitor) formally commits to compensate another party (the indemnitee) for specified losses, liabilities, costs, or damages that arise from defined events or actions. This free Word download gives you a professionally structured starting point you can edit online and export as PDF — covering scope of indemnity, defense obligations, liability caps, and exclusions in a single enforceable instrument.\n","Use it whenever one party assumes financial responsibility for risks generated by another — such as a vendor indemnifying a client against third-party claims, a contractor protecting a property owner from worksite injuries, or a director being indemnified by the company for actions taken in their official capacity.\n","Identification of the indemnitor and indemnitee, a precise definition of indemnifiable events, the duty to defend and advance costs, liability caps and exclusions (such as gross negligence and willful misconduct), notice and cooperation obligations, and governing law with dispute resolution provisions.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Business owners and operators","Protecting the company from third-party claims arising from vendor or contractor activity","persona-small-business-owner",{"title":201,"use_case":202,"icon_asset_id":203},"Corporate directors and officers","Receiving an indemnification undertaking from the company for actions taken in their official role","persona-ceo",{"title":205,"use_case":206,"icon_asset_id":207},"Contractors and subcontractors","Issuing an indemnity to a property owner or general contractor for worksite liability","persona-contractor",{"title":209,"use_case":210,"icon_asset_id":211},"Legal and compliance officers","Standardizing indemnification language across vendor and partner contracts","persona-legal-counsel",{"title":213,"use_case":214,"icon_asset_id":215},"Real estate investors and developers","Securing indemnification from tenants, contractors, or co-investors for property-related risks","persona-real-estate-investor",{"title":217,"use_case":218,"icon_asset_id":219},"Technology and SaaS companies","Indemnifying enterprise clients against IP infringement or data-breach claims arising from the vendor's software","persona-startup-founder",[221,225,229,233,237,240,243],{"situation":222,"recommended_template":223,"slug":224},"Vendor or supplier indemnifying a business client against third-party claims","Vendor Indemnification Agreement","indemnification-agreement-D13016",{"situation":226,"recommended_template":227,"slug":228},"Company indemnifying a director or officer for acts in their official capacity","Director and Officer Indemnification Agreement","undertaking-of-indemnification--director-D924",{"situation":230,"recommended_template":231,"slug":232},"Contractor indemnifying a property owner for worksite injuries or property damage","Contractor Hold Harmless Agreement","hold-harmless-agreement-D12882",{"situation":234,"recommended_template":235,"slug":236},"Mutual indemnification between two equal parties entering a partnership","Mutual Indemnification Agreement","mutual-indemnification-and-hold-harmless-agreement-D894",{"situation":238,"recommended_template":239,"slug":224},"Software vendor indemnifying a client against IP infringement claims","IP Indemnification Agreement",{"situation":241,"recommended_template":242,"slug":224},"One-time event organizer indemnifying a venue against participant claims","Event Indemnification Agreement",{"situation":244,"recommended_template":245,"slug":224},"Borrower indemnifying a lender against losses on a secured loan","Lender Indemnification Agreement",[247,250,253,256,259,262,265,268,271,274,277],{"term":248,"definition":249},"Indemnitor","The party who agrees to bear financial responsibility and compensate the other party for specified losses or claims.",{"term":251,"definition":252},"Indemnitee","The party who receives the promise of compensation and is protected from specified losses or liabilities under the undertaking.",{"term":254,"definition":255},"Indemnifiable Loss","Any loss, damage, cost, expense, or liability that falls within the defined scope of events the indemnitor has agreed to cover.",{"term":257,"definition":258},"Duty to Defend","An obligation requiring the indemnitor to actively manage or fund the legal defense of claims covered by the indemnification, in addition to paying any resulting judgment.",{"term":260,"definition":261},"Hold Harmless","A provision in which one party agrees not to hold the other legally responsible for specified risks — often used alongside an indemnification clause.",{"term":263,"definition":264},"Gross Negligence","A level of carelessness significantly worse than ordinary negligence, typically excluded from indemnification coverage as a matter of public policy.",{"term":266,"definition":267},"Willful Misconduct","An intentional act or deliberate failure to act where harm was known to be a likely consequence — universally excluded from indemnification obligations.",{"term":269,"definition":270},"Liability Cap","A contractual ceiling on the maximum amount an indemnitor must pay under the indemnification obligation, often expressed as a multiple of contract value or a fixed dollar amount.",{"term":272,"definition":273},"Subrogation","The right of an insurer or indemnitor who has paid a claim to step into the shoes of the indemnitee and recover those costs from the responsible third party.",{"term":275,"definition":276},"Indemnification Notice","A formal written notification the indemnitee must deliver to the indemnitor within a specified time period after becoming aware of a claim or potential loss.",{"term":278,"definition":279},"Third-Party Claim","A demand, lawsuit, or action brought against the indemnitee by a party other than the indemnitor, which triggers the indemnitor's obligation to defend and compensate.",[281,286,291,296,301,306,311,316,321,326],{"name":282,"plain_english":283,"sample_language":284,"common_mistake":285},"Parties and recitals","Identifies the indemnitor and indemnitee by their full legal names and entity types, and briefly describes the underlying transaction or relationship that gives rise to the indemnification.","This Undertaking of Indemnification (the 'Agreement') is entered into as of [DATE] by [INDEMNITOR LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Indemnitor'), in favor of [INDEMNITEE LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Indemnitee'), in connection with [DESCRIPTION OF UNDERLYING TRANSACTION OR RELATIONSHIP].","Using trade names instead of registered legal entity names. If the indemnitor is sued, enforcement against the wrong entity can invalidate the entire undertaking.",{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Scope of indemnification","Defines precisely which events, claims, losses, and liabilities are covered — the heart of the document. A narrowly defined scope protects the indemnitor; a broad one protects the indemnitee.","Indemnitor shall indemnify, defend, and hold harmless Indemnitee from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to [SPECIFIC EVENTS — e.g., Indemnitor's performance of services under the [CONTRACT NAME] dated [DATE]].","Using 'arising out of or in connection with' without further qualification. This language can sweep in losses the indemnitor never intended to cover, creating unquantifiable exposure.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Duty to defend","States whether the indemnitor must actively manage the legal defense of covered claims — separate from the obligation to pay a final judgment — and who controls the defense.","Upon written notice from Indemnitee of any third-party claim covered hereunder, Indemnitor shall assume control of the defense using counsel reasonably acceptable to Indemnitee. Indemnitee may participate in the defense at its own expense using separate counsel.","Omitting the duty to defend entirely and only stating a duty to indemnify. Defense costs often exceed judgment amounts; without this clause the indemnitee bears litigation costs until final resolution.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Exclusions from indemnification","Carves out losses caused by the indemnitee's own gross negligence, willful misconduct, fraud, or breach of the underlying agreement — preventing the indemnitee from profiting from its own wrongdoing.","Notwithstanding the foregoing, Indemnitor shall have no obligation to indemnify Indemnitee for any loss arising from: (a) Indemnitee's gross negligence or willful misconduct; (b) Indemnitee's material breach of this Agreement; or (c) any loss for which Indemnitee has received full compensation from a third party.","No exclusion clause at all. Courts in most jurisdictions will still refuse to enforce indemnification for an indemnitee's own intentional acts, but the resulting litigation is expensive and avoidable.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Liability cap","Sets the maximum dollar amount the indemnitor is obligated to pay in aggregate under the undertaking, protecting the indemnitor from open-ended exposure.","The aggregate liability of Indemnitor under this Agreement shall not exceed [DOLLAR AMOUNT / X times the total fees paid by Indemnitee to Indemnitor under the [CONTRACT NAME] in the twelve months preceding the claim].","Setting the cap below the realistic value of the risks being transferred. If the cap is lower than a single foreseeable claim, the indemnitee receives illusory protection and may challenge enforceability.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Notice and cooperation obligations","Requires the indemnitee to notify the indemnitor promptly upon learning of a covered claim and to cooperate in the defense, and specifies the consequences of late notice.","Indemnitee shall provide written notice to Indemnitor within [NUMBER] days of becoming aware of any claim or circumstance that may give rise to an indemnification obligation. Failure to provide timely notice shall relieve Indemnitor of liability only to the extent Indemnitor is materially prejudiced by such delay.","Setting a notice period shorter than 10 business days. Indemnitees are often mid-litigation before they realize the undertaking applies, and forfeiture for late notice generates more disputes than it prevents.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Settlement control","Allocates the right to control settlement negotiations and establishes when the non-controlling party's consent is required before a settlement may be accepted.","Indemnitor shall not settle any claim without the prior written consent of Indemnitee, which shall not be unreasonably withheld, conditioned, or delayed, provided that any settlement requires Indemnitee to admit liability or incur any unindemnified obligation.","Giving the indemnitor unconditional settlement control. Without a consent requirement, the indemnitor may settle on terms that include admissions of liability by the indemnitee that harm the indemnitee in future disputes.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Insurance requirements","Requires the indemnitor to maintain specified insurance coverage sufficient to back the indemnification obligation and to name the indemnitee as an additional insured where applicable.","Indemnitor shall maintain, at its own expense, commercial general liability insurance with limits of no less than $[AMOUNT] per occurrence and $[AMOUNT] in the aggregate, and shall name Indemnitee as an additional insured on such policy throughout the term of this Agreement.","Omitting insurance requirements entirely. An undertaking of indemnification is only as valuable as the indemnitor's ability to pay — without insurance backing, an insolvency event renders the document worthless.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Term and survival","States how long the undertaking remains in effect and confirms that the indemnification obligation survives expiration or termination of the underlying agreement for claims that arose during the covered period.","This Agreement shall remain in effect for [TERM / the duration of the [UNDERLYING AGREEMENT] and for [NUMBER] years thereafter]. The indemnification obligations set forth herein shall survive the expiration or termination of this Agreement with respect to any claim arising from events occurring prior to such expiration or termination.","No survival clause. Without explicit survival language, a court may find that indemnification obligations expire with the underlying contract, leaving the indemnitee unprotected for latent claims.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Governing law and dispute resolution","Identifies which jurisdiction's laws govern interpretation and enforcement, and specifies whether disputes go to arbitration, mediation, or court — and in which venue.","This Agreement shall be governed by and construed in accordance with the laws of [STATE/PROVINCE/COUNTRY], without regard to conflict-of-laws principles. Any dispute arising hereunder shall be resolved by binding arbitration in [CITY] under the rules of [AAA/JAMS/applicable institution], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing law with no connection to either party's location or the underlying transaction. Several jurisdictions — including California and New York — apply local public policy rules regardless of a governing law choice.",[332,337,342,347,352,357,362,367],{"step":333,"title":334,"description":335,"tip":336},1,"Identify both parties by their full legal names","Enter the indemnitor's and indemnitee's complete registered legal names, entity types, and jurisdictions of formation. Do not use trade names, DBAs, or abbreviations.","Verify the exact registered name against the relevant corporate registry before execution — a name mismatch is one of the most common grounds for challenging enforceability.",{"step":338,"title":339,"description":340,"tip":341},2,"Describe the underlying transaction precisely","In the recitals, summarize the contract, relationship, or event that creates the need for indemnification — for example, a services agreement, a lease, or a director appointment. Reference the underlying document by name and date.","The more precisely you describe the triggering transaction, the easier it is to determine which claims fall inside the scope of coverage and which do not.",{"step":343,"title":344,"description":345,"tip":346},3,"Draft the scope of indemnification with specific triggering events","List the specific events, acts, or omissions that will trigger the indemnitor's obligation. Avoid open-ended phrases like 'any claim whatsoever' — instead, tie the scope to identifiable risk categories such as bodily injury, property damage, IP infringement, or regulatory violations.","If the underlying contract already contains an indemnification clause, make sure the undertaking's scope mirrors — rather than contradicts — that language.",{"step":348,"title":349,"description":350,"tip":351},4,"Set the liability cap at a commercially reasonable level","Choose a cap that reflects the realistic maximum exposure — typically a multiple of annual contract value (1–3× is common for services agreements) or a fixed dollar amount benchmarked to the largest single foreseeable claim.","A cap below the value of the most foreseeable single claim can be challenged as unconscionable or as failing its fundamental purpose, especially in consumer-facing contexts.",{"step":353,"title":354,"description":355,"tip":356},5,"Define the exclusions clearly","Explicitly carve out gross negligence, willful misconduct, fraud, and the indemnitee's own breach of contract. If the indemnitor is a vendor, also exclude losses caused by indemnitee's failure to follow product instructions or warnings.","Courts read exclusion clauses narrowly — if you want to exclude a specific scenario, name it expressly rather than relying on general language.",{"step":358,"title":359,"description":360,"tip":361},6,"Specify insurance requirements with policy limits","State the minimum insurance types and dollar limits the indemnitor must carry (e.g., commercial general liability, professional liability, cyber liability), and require the indemnitor to provide a certificate of insurance before the undertaking takes effect.","Ask for additional insured status on the policy, not just a certificate of insurance — a certificate alone provides no direct right to coverage.",{"step":363,"title":364,"description":365,"tip":366},7,"Set the notice period and cooperation standard","Choose a notice period (10–30 business days is standard) and state that failure to give timely notice only prejudices rights to the extent the indemnitor is materially harmed by the delay.","Avoid notice periods shorter than 10 business days — insurers and counsel often need at least that long to evaluate a new claim before taking any action.",{"step":368,"title":369,"description":370,"tip":371},8,"Execute before the underlying transaction closes","Both parties must sign the undertaking before the underlying contract or transaction takes effect. Retroactive indemnification agreements are unenforceable in several jurisdictions and invite challenges based on lack of consideration.","Use a witnessed or notarized execution block when the indemnification involves real property, large financial transactions, or cross-border enforcement.",[373,377,381,385,389,393],{"mistake":374,"why_it_matters":375,"fix":376},"Omitting the duty to defend","Defense costs — including attorney fees, expert witnesses, and court costs — routinely exceed the final judgment amount. An indemnification that covers only the judgment leaves the indemnitee exposed to years of litigation expense.","Add an explicit duty-to-defend clause requiring the indemnitor to assume control of covered claims promptly upon notice, and state who selects defense counsel.",{"mistake":378,"why_it_matters":379,"fix":380},"No survival clause after contract termination","Without survival language, a court may hold that the indemnification obligation expires when the underlying agreement ends — leaving the indemnitee unprotected for latent claims that surface months or years later.","Include a clause stating that indemnification obligations survive termination for any period during which claims arising from the covered period may still be brought — typically 2–6 years depending on the applicable statute of limitations.",{"mistake":382,"why_it_matters":383,"fix":384},"Setting a liability cap below realistic single-claim exposure","A cap set at one month of fees for a multi-year services contract effectively renders the indemnification illusory — and courts in several jurisdictions have voided nominal caps on public policy grounds.","Benchmark the cap to the largest single foreseeable loss category and ensure it is backed by the insurance minimums required in the agreement.",{"mistake":386,"why_it_matters":387,"fix":388},"Ignoring insurance requirements","An undertaking of indemnification is only enforceable against a solvent counterparty. Without minimum insurance requirements, an insolvency or dissolution event leaves the indemnitee holding an unenforceable promise.","Require the indemnitor to maintain coverage throughout the term, provide a certificate of insurance before execution, and notify the indemnitee of any material change or cancellation within 30 days.",{"mistake":390,"why_it_matters":391,"fix":392},"Using overly broad triggering language without exclusions","Phrases like 'any claim arising in any way in connection with this Agreement' can sweep in losses caused by the indemnitee's own negligence — courts in many jurisdictions refuse to enforce indemnification for a party's own negligence unless that intent is expressed in clear and unequivocal language.","Pair any broad triggering language with equally specific exclusions for the indemnitee's negligence, willful misconduct, and independent contractual breaches.",{"mistake":394,"why_it_matters":395,"fix":396},"Signing after the underlying transaction has already begun","In common-law jurisdictions, consideration flowing from the indemnitee to the indemnitor must exist at the time of signing. An indemnification signed after the transaction begins may lack fresh consideration, making restrictive obligations unenforceable.","Execute the undertaking simultaneously with or before the underlying contract. If circumstances require a later signature, document the additional consideration provided — such as a fee reduction, extended payment terms, or a bonus.",[398,401,404,407,410,413,416,419,422,425],{"question":399,"answer":400},"What is an undertaking of indemnification?","An undertaking of indemnification is a binding legal document in which one party (the indemnitor) formally promises to compensate another party (the indemnitee) for losses, liabilities, costs, or damages arising from defined events or actions. It is used across business, construction, technology, and corporate governance contexts to allocate risk between parties and is generally enforceable when properly executed and supported by adequate consideration.\n",{"question":402,"answer":403},"What is the difference between indemnification and a hold harmless agreement?","Indemnification is the obligation to compensate the other party for covered losses after they occur. A hold harmless clause is a promise not to hold the other party legally responsible for specified risks — it prevents a claim from arising rather than compensating for one after the fact. In practice, most undertakings combine both: an indemnification obligation (pay for losses) and a hold harmless commitment (waive the right to sue). The two terms are often used interchangeably in commercial contracts, though their legal effect can differ depending on the jurisdiction.\n",{"question":405,"answer":406},"Is an undertaking of indemnification legally binding?","Yes — an undertaking of indemnification is generally enforceable as a binding contract when it satisfies the standard requirements of offer, acceptance, and consideration, is signed by the indemnitor, and does not violate applicable public policy. Enforceability varies by jurisdiction, particularly for anti-indemnity statutes in construction contexts and for attempts to indemnify a party for its own gross negligence. Consider having a lawyer review the document before execution for high-value or cross-border arrangements.\n",{"question":408,"answer":409},"When should a business require an undertaking of indemnification?","Require one whenever a third party's activities create a risk of loss or liability for your business that you cannot control directly — for example, when engaging contractors who work on your premises, engaging vendors whose software could generate IP infringement claims, appointing directors who need protection for good-faith decisions, or entering joint ventures where one partner assumes specific operational risks. The cost of obtaining one is far lower than the cost of an unindemnified third-party claim.\n",{"question":411,"answer":412},"What is the difference between a one-sided and mutual indemnification?","A one-sided indemnification requires only one party — typically the vendor, contractor, or lower-bargaining-power party — to indemnify the other. A mutual indemnification requires both parties to indemnify each other for their respective acts, omissions, or breaches. Mutual indemnification is more common in joint ventures, technology partnerships, and equal-power commercial relationships. One-sided arrangements typically favor the party with greater bargaining power or more exposure to third-party claims.\n",{"question":414,"answer":415},"Does an undertaking of indemnification need to be notarized?","Notarization is not required for most commercial indemnification agreements in the US, Canada, or the UK. However, notarization or witnessing may be required or strongly advisable when the undertaking relates to real property transactions, when it is intended to be registered against land, or when it will be enforced across borders in jurisdictions that require authenticated documents. Always check the requirements of the specific jurisdiction and transaction type.\n",{"question":417,"answer":418},"What insurance should back an undertaking of indemnification?","The appropriate insurance depends on the risk category. For construction contractors, commercial general liability ($1–2M per occurrence) and workers' compensation are minimum requirements. For technology vendors, professional liability (errors and omissions) and cyber liability are essential. For directors and officers, D&O insurance is standard. The undertaking should specify minimum coverage types and limits, and require the indemnitor to name the indemnitee as an additional insured on CGL policies.\n",{"question":420,"answer":421},"Can a company indemnify its own directors and officers?","Yes — director and officer indemnification by the company is both common and, in most jurisdictions, permitted or even required by corporate statutes for good-faith acts within the scope of the director's or officer's authority. The indemnification is typically backed by a D&O insurance policy. The scope, limits, and exclusions of the undertaking must comply with the applicable corporate statute — for example, Delaware General Corporation Law Section 145 in the US or the Canada Business Corporations Act in Canada.\n",{"question":423,"answer":424},"What are anti-indemnity statutes and how do they affect this document?","Anti-indemnity statutes are laws — common in the US construction industry — that void contractual provisions requiring one party to indemnify another for that party's own negligence. Approximately 40 US states have enacted some form of anti-indemnity statute for construction contracts. If your undertaking relates to construction work, confirm that the indemnification scope does not violate the statute in the governing jurisdiction, as the entire clause — or just the offending portion — may be voided.\n",{"question":426,"answer":427},"How does an undertaking of indemnification interact with a limitation of liability clause?","Indemnification and limitation of liability clauses operate in opposite directions — indemnification expands one party's financial responsibility, while limitation of liability caps it. When both appear in the same agreement, courts typically read them together. If the indemnification obligation is unlimited and the limitation of liability clause caps total damages, the more specific cap usually prevails. To avoid ambiguity, state explicitly whether the liability cap applies to the indemnification obligation and, if so, at what amount.\n",[429,433,437,441,445,449],{"industry":430,"icon_asset_id":431,"specifics":432},"Construction and Engineering","industry-construction","Contractors and subcontractors issue undertakings to property owners and general contractors covering bodily injury, property damage, and worksite liability — subject to anti-indemnity statute restrictions in most US states.",{"industry":434,"icon_asset_id":435,"specifics":436},"Technology and SaaS","industry-saas","Software vendors indemnify enterprise clients against IP infringement claims, data-breach liability arising from the vendor's platform, and regulatory penalties caused by the vendor's non-compliance.",{"industry":438,"icon_asset_id":439,"specifics":440},"Financial Services","industry-fintech","Banks, lenders, and investment managers require undertakings from borrowers, fund managers, and counterparties covering losses from misrepresentations, regulatory violations, and collateral deficiencies.",{"industry":442,"icon_asset_id":443,"specifics":444},"Real Estate","industry-real-estate","Tenants, developers, and joint-venture partners issue indemnification undertakings to landlords and co-investors covering environmental liability, construction defects, and tenant-caused injuries to third parties.",{"industry":446,"icon_asset_id":447,"specifics":448},"Professional Services","industry-professional-services","Consulting firms and managed service providers indemnify clients against third-party claims arising from negligent advice, errors in deliverables, or confidentiality breaches involving client data.",{"industry":450,"icon_asset_id":451,"specifics":452},"Healthcare and Life Sciences","industry-healthtech","Medical device suppliers, clinical research organizations, and contract manufacturers indemnify healthcare providers and sponsors against product liability claims, regulatory actions, and clinical trial adverse events.",[454,457,461,464],{"vs":84,"vs_template_id":455,"summary":456},"hold-harmless-agreement-D12656","A hold harmless agreement focuses on preventing the protected party from bringing a claim — it is a prospective waiver of liability. An undertaking of indemnification goes further by requiring the indemnitor to actively compensate losses and fund a legal defense after a claim arises. Most robust risk-transfer arrangements include both a hold harmless provision and an affirmative indemnification obligation in the same document.",{"vs":458,"vs_template_id":459,"summary":460},"Indemnification Clause in a Service Agreement","service-agreement-D12711","An indemnification clause embedded in a broader service agreement applies only within that contract's context and terminates when the agreement ends. A standalone undertaking of indemnification is a dedicated instrument that can survive the underlying contract, be assigned independently, and be enforced separately without requiring access to the full services agreement.",{"vs":156,"vs_template_id":462,"summary":463},"liability-waiver-D12657","A liability waiver is signed by the party accepting a risk — releasing the other party from responsibility for future harm. An undertaking of indemnification is signed by the party assuming a risk — promising to cover the other party's losses. They flow in opposite directions: a waiver protects the party with exposure; an indemnification protects the party without direct control over the risk.",{"vs":465,"vs_template_id":466,"summary":467},"Guarantee Agreement","guarantee-agreement-D12658","A guarantee is a secondary obligation — the guarantor steps in only if the primary obligor defaults on a specific financial obligation. An undertaking of indemnification is a primary obligation — the indemnitor is directly liable for covered losses without any requirement for the indemnitee to first exhaust remedies against another party. Guarantees are common in loan and lease contexts; indemnification undertakings cover a broader range of operational and legal risks.",{"use_template":469,"template_plus_review":473,"custom_drafted":477},{"best_for":470,"cost":471,"time":472},"Standard vendor, contractor, or event indemnifications where the risk is well-defined and the contract value is under $250K","Free","30–45 minutes",{"best_for":474,"cost":475,"time":476},"Technology vendors, construction subcontractors, or director indemnifications where anti-indemnity statutes or D&O implications apply","$400–$800","2–4 days",{"best_for":478,"cost":479,"time":480},"High-value transactions, cross-border arrangements, regulated industries, or undertakings backing obligations above $1M","$1,500–$5,000+","1–3 weeks",[482,487,492,497],{"code":483,"name":484,"flag_asset_id":485,"note":486},"us","United States","flag-us","Indemnification agreements are broadly enforceable across US states, but approximately 40 states have enacted anti-indemnity statutes that void indemnification for a party's own negligence in construction contracts. California, New York, and Texas each have specific statutory limitations. Clauses indemnifying a party for its own gross negligence or willful misconduct are routinely struck down as against public policy regardless of state.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"ca","Canada","flag-ca","Undertakings of indemnification are enforceable across Canadian provinces under common-law contract principles. Provincial construction lien acts in Ontario, British Columbia, and Alberta impose restrictions on indemnification clauses in construction subcontracts. Quebec applies civil law principles and requires indemnification language to be express and unambiguous to override statutory protections. Director indemnification is governed by the Canada Business Corporations Act or the applicable provincial corporations statute.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"uk","United Kingdom","flag-uk","Indemnification clauses are enforceable in England, Wales, Scotland, and Northern Ireland subject to the Unfair Contract Terms Act 1977 and, for consumer contracts, the Consumer Rights Act 2015. Clauses that attempt to indemnify a business for its own negligence must satisfy a reasonableness test. In construction contracts, the Construction Act imposes additional payment and adjudication requirements that interact with indemnification obligations.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"eu","European Union","flag-eu","Indemnification enforceability varies significantly by member state — France, Germany, and the Netherlands each apply their own civil code rules governing the allocation of contractual risk. The EU's GDPR creates a mandatory liability and indemnification framework between data controllers and processors that cannot be contracted away. Broad indemnification of a party for its own intentional acts is generally unenforceable across EU jurisdictions as contrary to public policy.",[232,459,503,504,505,506,507,508,509,510,511,512],"independent-contractor-agreement-D160","non-disclosure-agreement-nda-D12692","vendor-agreement-D13292","liability-waiver-D12884","joint-venture-agreement-D889","employment-agreement_at-will-employee-D541","commercial-lease-agreement-D12660","memorandum-of-understanding-D12548","board-resolution-approving-compensation-for-board-of-directors-D39","master-service-agreement-D12657",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":93,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":525},"guaranties-and-collateral","agreement","general","all-stages",[520,521,522,523,524],"indemnity","legal","contract","liability","indemnification",0.92,"\u003Ch2>What is an Undertaking of Indemnification?\u003C/h2>\n\u003Cp>An \u003Cstrong>Undertaking of Indemnification\u003C/strong> is a legally binding document in which one party — the \u003Cstrong>indemnitor\u003C/strong> — formally commits to compensate another party — the \u003Cstrong>indemnitee\u003C/strong> — for specified losses, liabilities, costs, and expenses arising from defined events, actions, or omissions. Unlike a general contractual indemnification clause buried within a broader agreement, a standalone undertaking is a dedicated legal instrument that can be executed independently, assigned separately, and enforced on its own terms without requiring access to the underlying contract. It typically combines three distinct obligations: the duty to indemnify (pay for covered losses), the duty to defend (fund or manage the legal defense), and a hold harmless commitment (waive the right to bring counterclaims for covered risks).\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed undertaking of indemnification, your business absorbs the financial consequences of risks created by parties outside your direct control — contractors whose employees are injured on your premises, software vendors whose code generates IP infringement claims against your customers, or directors whose decisions expose the company to regulatory liability. A single unindemnified third-party lawsuit can cost $100,000 to $500,000 in defense costs alone before any judgment is entered. The document also serves as a due-diligence signal: insurers, lenders, and prospective investors treat the absence of indemnification undertakings with key vendors and counterparties as a red flag in risk assessments. This template gives you a professionally structured, jurisdiction-aware starting point that closes the most common gaps — duty to defend, survival clause, insurance requirements, and liability cap — so you can transfer risk cleanly and enforce the agreement if a claim arises.\u003C/p>\n",1778696379942]