# Save Harmless Agreement
**This Save Harmless Agreement ("Agreement") is made and entered into as of [Date], by and between:**
**Parties:**
1. **[Party Name 1]**
Address: [Party Address 1]
(hereinafter referred to as "Indemnitor")
2. **[Party Name 2]**
Address: [Party Address 2]
(hereinafter referred to as "Indemnitee")
**Recitals:**
WHEREAS, Indemnitee wishes to engage in certain activities or transactions which may expose them to liability; and
WHEREAS, Indemnitor agrees to indemnify and hold harmless the Indemnitee under certain conditions;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
### 1. Indemnification
Indemnitor hereby agrees to indemnify, defend, and hold harmless Indemnitee, its officers, directors, employees, agents, and representatives from and against any and all claims, losses, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Any negligent act or omission of the Indemnitor.
- Any breach of this Agreement by the Indemnitor.
- Any violation of applicable laws or regulations by the Indemnitor.
### 2. Limitations
Indemnitor shall not be liable for claims or losses that arise out of the sole negligence or willful misconduct of the Indemnitee.
### 3. Notification
Indemnitee shall promptly notify Indemnitor in writing of any claim or lawsuit initiated against it, which is subject to indemnification under this Agreement. Indemnitor shall have the right to control the defense of such claim or lawsuit.
### 4. Miscellaneous
- **Governing Law:** This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
- **Severability:** If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
- **Entire Agreement:** This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
- **Amendments:** This Agreement may only be amended in writing signed by both parties.
### 5. Execution
IN WITNESS WHEREOF, the parties hereto have executed this Save Harmless Agreement as of the date first above written.
**Indemnitor:**
Signature: ________________________
Printed Name: [Indemnitor Name]
Date: _____________________________
**Indemnitee:**
Signature: ________________________
Printed Name: [Indemnitee Name]
Date: _____________________________
---
**Note:** This template is a general guide and should be customized as needed. It is recommended that both parties seek legal counsel before entering into this agreement.