# Indemnity Agreement
**This Indemnity Agreement** (hereinafter referred to as the “Agreement”) is made and entered into as of [Date] by and between:
**Indemnitor:**
[Indemnitor's Name]
[Indemnitor's Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
**Indemnitee:**
[Indemnitee's Name]
[Indemnitee's Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
**Recitals:**
WHEREAS, the Indemnitee may be exposed to certain claims, damages, losses, or expenses arising out of [briefly describe the underlying event or transaction], and
WHEREAS, the Indemnitor is willing to indemnify and hold the Indemnitee harmless from such claims, damages, losses, or expenses, under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
## 1. Indemnification Obligations
The Indemnitor agrees to indemnify and hold harmless the Indemnitee from and against any and all claims, actions, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- [List specific claims, liabilities, or obligations]
- [Include any other relevant conditions or situations]
## 2. Notification
In the event that the Indemnitee becomes aware of any claims or actions that may be subject to indemnification under this Agreement, the Indemnitee shall promptly notify the Indemnitor in writing. The notice shall include all relevant information regarding the claims or actions.
## 3. Defense of Claims
The Indemnitor shall have the right, but not the obligation, to assume the defense of any claims or actions, using counsel of its choice. The Indemnitee shall cooperate with the Indemnitor in the defense of such claims, provided that the Indemnitor shall be responsible for all costs and expenses incurred in the defense.
## 4. Limitations of Liability
The Indemnitor's liability under this Agreement shall be limited to the maximum extent permitted by law and shall not exceed [insert maximum limitation, if applicable].
## 5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [insert State].
## 6. Entire Agreement
This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior discussions and agreements, whether written or oral, related thereto.
## 7. Amendments
This Agreement may only be amended in writing and signed by both parties.
## 8. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
## IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first above written.
**Indemnitor**
_________________________
[Indemnitor's Name]
[Title, if applicable]
**Indemnitee**
_________________________
[Indemnitee's Name]
[Title, if applicable]
---
**Note:** This sample agreement is for informational purposes only and should be reviewed by legal counsel to ensure compliance with local laws and suitability for specific circumstances.