← Back to Templates

Indemnification Agreement

Protection against losses and legal claims by shifting liability between parties.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement is made on [DATE] between [INDEMNITOR NAME] ("Indemnitor") and [INDEMNITEE NAME] ("Indemnitee").

1. INDEMNIFICATION OBLIGATION

Indemnitor agrees to indemnify, defend, and hold harmless Indemnitee from all claims, losses, damages, and expenses arising from: [COVERED ACTIVITIES].

2. SCOPE OF INDEMNIFICATION

Indemnification covers: (a) third-party claims, (b) attorney fees and costs, (c) judgments and settlements, (d) regulatory fines and penalties.

3. NOTICE REQUIREMENTS

Indemnitee must provide prompt written notice of any claim. Indemnitor has the right to assume defense with counsel of its choice.

4. COOPERATION

Indemnitee agrees to cooperate reasonably with Indemnitor in defending any claim and shall not settle without Indemnitor's consent.

5. LIMITATIONS

Indemnification does not apply to: (a) Indemnitee's gross negligence or willful misconduct, (b) claims outside the scope defined herein.

6. INSURANCE

Indemnitor shall maintain insurance coverage of at least $[AMOUNT] naming Indemnitee as additional insured.

INDEMNITOR: _________________ INDEMNITEE: _________________

[INDEMNITOR NAME] [INDEMNITEE NAME]

Date: ___________ Date: ___________

Download this template for free.

Need a personalized contract or want AI to review your version?

What is a Indemnification Agreement?

An Indemnification Agreement is a protective legal contract where one party agrees to defend, compensate, and hold harmless another party against losses, legal claims, damages, and expenses arising from specified activities or circumstances. Essential for contractors, service providers, vendors, business partners, and organizations engaging in potentially risky activities, this agreement shifts liability and provides financial protection from third-party claims, lawsuits, and legal costs. The contract typically includes indemnification scope, coverage limitations, notice requirements, defense obligations, insurance provisions, and cooperation clauses. Critical for businesses and individuals who need liability protection in joint ventures, service contracts, construction projects, or any situation where one party's actions could expose another to legal or financial risk.