Hold Harmless Indemnity Agreement Template – Free Download 2026

This Hold Harmless and Indemnity Agreement (this "Agreement") is entered into as of [____________] (the "Effective Date") by and between [____________] ("Indemnitor") and [____________] ("Indemnitee") in connection with [the project / activity / transaction / relationship described as: ____________] (the "Covered Matter"). Indemnitor agrees to indemnify, defend, and hold harmless Indemnitee and its officers, directors, members, partners, employees, agents, successors, and permitted assigns (collectively, "Indemnitee Parties") from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses of any kind (including reasonable attorneys' fees and court costs) arising out of or relating to the Covered Matter.

The indemnification obligation set forth herein extends to all claims for: (a) bodily injury, personal injury, or death of any person; (b) damage to, loss of, or destruction of real or personal property; (c) economic loss, lost profits, or consequential damages; (d) third-party claims, demands, or actions of any nature; (e) violations of applicable laws, regulations, permits, or codes; and (f) infringement of intellectual property rights, all to the extent arising from or relating to the Covered Matter, any act or omission of Indemnitor, or any breach by Indemnitor of this Agreement or any other agreement between the parties.

The indemnification obligations under this Agreement are independent of, and in addition to, any insurance obligations set forth herein or otherwise applicable to the Covered Matter. Indemnitor's duty to indemnify shall not be limited or reduced by the terms, conditions, or coverage limits of any insurance policy maintained by Indemnitor, nor shall any insurance requirement constitute a limitation on the scope of indemnification owed by Indemnitor.

Upon receipt of notice of any claim, demand, suit, or proceeding for which indemnification may be sought (each, a "Claim"), Indemnitee shall promptly notify Indemnitor in writing; provided that failure to provide timely notice shall not relieve Indemnitor of its indemnification obligations except to the extent that Indemnitor is materially prejudiced by such failure. Following receipt of notice, Indemnitor shall, at Indemnitor's sole expense, assume the defense of the Claim using legal counsel reasonably acceptable to Indemnitee.

Indemnitor's defense obligations shall include the payment of all reasonable costs of defense from the date of tender, including attorneys' fees, expert fees, filing fees, court reporter fees, and all other out-of-pocket costs incurred in the investigation and defense of the Claim. Indemnitee shall have the right, but not the obligation, to participate in the defense of any Claim at its own expense and with counsel of its own choosing, without relieving Indemnitor of its defense obligations. Indemnitor shall not settle any Claim without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, if such settlement (a) imposes any obligation or restriction on Indemnitee, (b) includes an admission of liability by Indemnitee, or (c) does not include a full release of all claims against Indemnitee.

Indemnitee shall cooperate with Indemnitor in the investigation and defense of any Claim, including by making available relevant witnesses, documents, and records, and by executing such documents as may be reasonably necessary to carry out the defense. Indemnitee's cooperation obligations shall not require Indemnitee to incur out-of-pocket costs unless reimbursed by Indemnitor. The parties shall act in good faith and communicate promptly to coordinate the defense of any Claim.

The indemnification and hold harmless obligations set forth in this Agreement shall not apply to any Claim or portion thereof arising from: (a) the gross negligence of Indemnitee, to the extent that such gross negligence is the sole proximate cause of the Claim; (b) the willful misconduct or fraud of Indemnitee; or (c) Indemnitee's breach of its express obligations under this Agreement, but only to the extent that such breach is the direct and proximate cause of the Claim. For the avoidance of doubt, ordinary negligence of Indemnitee, concurrent negligence, or passive negligence shall not exclude or reduce Indemnitor's indemnification obligations under this Agreement.

To the extent required by applicable law, the indemnification obligation shall be limited to the degree or percentage of fault attributable to Indemnitor and shall not extend to the percentage of fault, if any, attributable to Indemnitee's gross negligence or willful misconduct. Nothing in this Agreement shall be construed to require indemnification for penalties imposed under [applicable environmental law / OSHA / other regulatory statute] that are not legally transferable or indemnifiable. This Agreement shall be enforced to the maximum extent permitted by applicable law; any provision found to violate applicable law shall be reformed or severed only to the minimum extent necessary.

Indemnitor shall, during the term of this Agreement and for a period of [____________] years thereafter, procure and maintain at its own expense the following insurance coverage with insurers rated not less than A-VII by A.M. Best: (a) Commercial General Liability insurance with limits of not less than $[____________] per occurrence and $[____________] aggregate, covering bodily injury, property damage, personal injury, and contractual liability; (b) Automobile Liability insurance with a combined single limit of not less than $[____________]; (c) Workers' Compensation insurance as required by applicable state law; and (d) [Umbrella / Excess Liability insurance with limits of not less than $[____________] per occurrence and aggregate / Professional Liability insurance with limits of not less than $[____________] per claim].

All insurance policies required hereunder shall: (a) name Indemnitee as an additional insured on a primary, non-contributory basis; (b) contain a waiver of subrogation in favor of Indemnitee; (c) provide for not less than thirty (30) days' prior written notice to Indemnitee of cancellation, material modification, or non-renewal; and (d) be primary over any other insurance maintained by Indemnitee. Indemnitor shall provide Indemnitee with certificates of insurance and additional insured endorsements prior to commencement of the Covered Matter and upon each renewal. The maintenance of required insurance shall not limit or reduce Indemnitor's indemnification obligations under this Agreement.

The indemnification, hold harmless, defense, and insurance obligations set forth in this Agreement shall survive the completion of the Covered Matter, the termination or expiration of this Agreement, and the termination of any underlying agreement between the parties for the full period of the applicable statute of limitations plus one (1) year. The survival of these obligations shall not be limited by any termination, expiration, or cancellation provision in any other agreement between the parties.

In the event of any breach of Indemnitor's obligations under this Agreement, Indemnitee shall be entitled to: (a) specific performance and injunctive relief without the requirement of posting bond; (b) actual damages, including defense costs, judgments, and settlements paid; (c) consequential and incidental damages resulting from Indemnitor's failure to defend or indemnify; and (d) reasonable attorneys' fees and costs incurred in enforcing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of [____________], without regard to conflict-of-laws principles. Any dispute arising under this Agreement shall be resolved in the courts of [____________].