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Indemnity Agreement

Generate an Indemnity Agreement draft — an Indemnifier agrees to cover an Indemnitee's losses, damages, or claims arising from specified acts, breach of warranty, or negligence, with a standard notify-and-cooperate procedure clause. A starting-point draft — indemnity clauses can carry significant open-ended financial exposure, so have a lawyer review the scope before either party signs.

How to Use Indemnity Agreement
  1. 1Enter the Indemnifier and Indemnitee names
  2. 2Describe the specific acts or events being indemnified against
  3. 3Click Generate to produce the draft
  4. 4Have a lawyer review the scope of exposure before either party signs
Frequently Asked Questions

Three grounds, one of which you describe yourself (the specific acts/events) and two of which are fixed boilerplate: breach of any representation or warranty, and negligence or wilful misconduct. The breach/negligence grounds aren't customizable through the form.

No — the draft doesn't include a liability cap by default. Open-ended indemnity obligations can create significant financial exposure; consider adding a cap and have a lawyer review the scope before signing.

A fixed clause requiring the Indemnitee to promptly notify the Indemnifier of any claim and cooperate in defending it — standard practice so the indemnifier isn't blindsided by a settled or mishandled claim.

No — this is a private contractual promise between two parties, not an insurance product. The indemnifier's ability to actually pay out if a large claim arises isn't guaranteed by this document.

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