# Indemnity Agreement
**This Indemnity Agreement ("Agreement") is made and entered into as of [Date], by and between:**
**Indemnitor:**
[Indemnitor Name]
[Indemnitor Address]
[City, State, Zip Code]
**and**
**Indemnitee:**
[Indemnitee Name]
[Indemnitee Address]
[City, State, Zip Code]
**RECITALS:**
WHEREAS, the Indemnitee may incur liability, loss, or damages in connection with [describe purpose or context, e.g., "a specific project, contract, or event"]; and
WHEREAS, the Indemnitor is willing to provide indemnification to the Indemnitee under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:
## 1. Indemnification
The Indemnitor agrees to indemnify, defend, and hold harmless the Indemnitee from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorney fees) arising out of or in connection with [describe the specific acts or omissions, e.g., “the Indemnitee’s negligence in connection with the project”] occurring on or after the date of this Agreement.
## 2. Exclusions
The indemnification obligations set forth herein shall not apply to:
- Claims arising from the gross negligence or willful misconduct of the Indemnitee.
- Claims that are covered by insurance or benefit from another indemnification source.
## 3. Notification
In the event of a claim for which indemnification may be sought under this Agreement, the Indemnitee shall provide written notice to the Indemnitor as soon as practicable and shall give the Indemnitor the opportunity to assume the defense of such claim.
## 4. Cooperation
The Indemnitee agrees to cooperate with the Indemnitor in the defense of any claim, including providing access to information and documents relevant to the claim.
## 5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 6. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties concerning the subject matter herein and supersedes all prior agreements, understandings, and negotiations.
## 7. Amendments
This Agreement may be amended only by written agreement 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.
## 9. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Indemnity Agreement as of the date first above written.
**Indemnitor:**
__________________________
[Indemnitor Name]
Date: ____________________
**Indemnitee:**
__________________________
[Indemnitee Name]
Date: ____________________
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*Please replace placeholders (e.g., [Date], [Indemnitor Name], etc.) with the appropriate information before use.*