Indemnity Agreement Template

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This indemnity agreement template is available for use on UpCounsel. You can download this free indemnity agreement form and have it customized for your unique business legal needs to better protect yourself today.


This Indemnity Agreement (“Agreement”) is entered into by and between ________________, hereinafter “Promisor”, and _________________, hereinafter “Promisee”, on this _____ day of _____________, 20___, in [City, State].

The intent of this Agreement is to indemnify Promisee from any claims arising from and related to [agreement between Promisor and Promisee].

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Promisor and Promisee agree as follows:

Promisor will indemnify Promisee from any and all claims, actions, and judgments, including all costs of defense and attorney’s fees incurred in defending against same, arising from and related to [subject of agreement between Promisor and Promisee]. Promisor’s actions include the acts of Promisor’s agents and employees.

In the event any claim or suit is brought against Promisee within the scope of this Agreement, Promisor shall pay for legal counsel chosen by Promisee to defend against the same.

This Indemnity Agreement shall encompass claims resulting from [any actions that may give rise to a claim against Promisee].

In the event either party files suit in a court of law to interpret or to enforce the terms of this Agreement, the party prevailing in such action shall be entitled, in addition to any legal fees incurred in defending against any third party claim, to its reasonable legal fees and costs incurred in such action to interpret or to enforce the terms of this agreement.

This indemnity agreement shall be interpreted under the laws of the State of ___________.


_________________________                                     __________________________

Promisor Signature                                                        Promisee Signature

Any [GREEN] highlighted language is intended to be filled in by the user. Any [YELLOW] highlighted language is considered optional or conditional by the attorney community. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Use for more details.

This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

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