Read and use this free hold harmless agreement below. You can also download a free editable version.
HOLD HARMLESS AGREEMENT
This Hold Harmless Agreement (the “Agreement”) is made effective on _____________________________ by and between _____________________________, (“Indemnitee”), located at ________________________________________, __________________________________, ______________________, and _____________________________ (“Indemnitor”), located at ________________________________________, __________________________________, ______________________.
Statement of Purpose
Indemnitee will be performing the following services for _____________________________. For valuable consideration, Indemnitor desires to hold Indemnitee harmless from any claims and/or litigation arising out of Indemnitee’s performance of the work of providing these services. Therefore, the parties agree as stated below.
Terms
1. Hold Harmless. Indemnitor shall indemnify, defend and hold harmless Indemnitee, its affiliates, members, agents, servants, employees, officers and representatives from any and all actions, causes of actions, claims, demands, liabilities, losses, injuries, costs, damages and fees and expenses (including reasonable attorneys’ fees and amounts paid in settlement), arising out of or related in any way to the services performed by Indemnitee.
2. Survival. All provisions that logically ought to survive termination of this agreement shall survive.
3. Waiver. Failure of either party to insist on strict compliance with any of the terms, covenants, and conditions of this agreement shall not be deemed a waiver of such terms, covenants, and conditions, or of any similar right or power hereunder at any subsequent time.
4. Entire Agreement. This agreement sets forth and constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof. This agreement supersedes any and all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this agreement.
5. Severability. If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. If the non-solicitation or non-competition provisions are found to be unreasonable or invalid, these restrictions shall be enforced to the maximum extent valid and enforceable.
6. Modification. This agreement may be amended or modified only by a writing executed by both parties.
7. Attorneys’ Fees. The non-prevailing party in any dispute under this agreement shall pay all costs and expenses, including expert witness fees and attorneys’ fees, incurred by the prevailing party in resolving such dispute.
8. Governing Law and Venue. This agreement shall be governed by and construed in accordance with the internal laws of the State of ______________________, without reference to any conflicts of laws provisions. The parties submit to the jurisdiction of the federal and state courts located within the State of ______________________.
Signed, the __________ day of _________________________, __________.
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Indemnitor Signature
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Indemnitor Printed Name
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Indemnitee Signature
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Indemnitee Printed Name
