A general indemnity agreement is a legally binding contract between two parties that outlines the responsibilities of each party in the event of a loss or damage. It is an essential legal document that ensures that both parties are protected from any financial liabilities that may arise during the course of a business transaction.

If you are thinking about entering into a general indemnity agreement with another party, it is essential to have a solid understanding of what the agreement entails and what should be included in the document. Here is a sample of a general indemnity agreement that can be used as a guide:

General Indemnity Agreement

This General Indemnity Agreement («Agreement») is made and entered into as of this [insert date] between [insert name of indemnitor] («Indemnitor») and [insert name of indemnitee] («Indemnitee»).

1. Definition of Terms – In this Agreement, the following terms shall have the meanings ascribed to them:

a. Indemnitor – The party who agrees to indemnify, defend, and hold harmless the Indemnitee from any loss, damage, or liability incurred by the Indemnitee.

b. Indemnitee – The party who is entitled to be indemnified under this Agreement.

c. Loss – Any cost, claim, damage, expense, fee, judgment, or liability incurred by the Indemnitee in connection with any claim, action, suit, demand, or proceeding brought by any third party.

2. Representations and Warranties – The Indemnitor represents and warrants that:

a. It has the full power and authority to enter into this Agreement.

b. It is not aware of any facts or circumstances that would prevent it from fulfilling its obligations under this Agreement.

c. It will comply with all applicable laws and regulations in performing its obligations under this Agreement.

3. Indemnification – The Indemnitor agrees to indemnify, defend, and hold harmless the Indemnitee from any and all Losses incurred by the Indemnitee arising out of or in connection with:

a. Any breach of this Agreement by the Indemnitor;

b. Any negligence, willful misconduct, or fraud on the part of the Indemnitor;

c. Any claim by a third party alleging that the Indemnitee`s use, sale, or distribution of any product or service infringes any intellectual property right.

4. Limitation of Liability – The Indemnitor`s liability under this Agreement shall be limited to the amount of any Loss actually incurred by the Indemnitee as a result of the Indemnitor`s breach of this Agreement or other acts or omissions giving rise to the Indemnitee`s claim for indemnification.

5. Notice – Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by registered or certified mail, postage prepaid, to the addresses specified in this Agreement.

6. Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the state where the Indemnitor is located.

7. Entire Agreement – This Agreement represents the entire understanding between the parties and supersedes all prior negotiations, discussions, and agreements between them.

In conclusion, a general indemnity agreement is a crucial document that protects both parties in a business transaction. It is essential to include all the necessary terms in the agreement to ensure that both parties are fully protected from any financial liabilities that may arise. If you need assistance with drafting a general indemnity agreement, it is recommended that you seek the advice of a legal professional.