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Indemnification Agreement

    Our indemnification agreement template is designed to keep your business deals harmless from any loss, damage or burden. It is crafted by law professionals to suit your every single need. Download our simple and easy-to-follow template to safeguard your business journey!

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Indemnification Agreement
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Indemnification Agreement

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Indemnification Agreement binds two parties in a two-way relationship that allows them to depend on each other. If you are thinking of forming a partnership with another entity but worried about the potential damage, indemnity agreement might be the right thing for you.

Indemnification agreement can be used to relieve the parties involved in matters of legal obligations and damages. It is a practical agreement, which if used correctly, can be advantageous to all the parties involved.

What Is an Indemnification Agreement?

An “Indemnity” is a security or form of protection against an unforeseen liability.

An indemnity agreement is written between two parties which absolves a party from its actions and appoints the other party to compensate for the prior party’s actions whilst the prior also provides the latter with some lesser degree of revenue on a periodic basis.

This means that rather than having to bear the consequences of a loss and take responsibility to fulfill the legal obligations to compensate for any damages caused in the wake of such actions, an indemnity agreement holds you as ‘harmless’ i.e., not responsible/liable for the consequences of your actions.

It instead shifts the responsibility to pay for the damages onto another party provided certain conditions and clauses of the indemnity agreement have been met. These clauses are previously agreed upon by both parties and are a legal agreement between the both of them.

It is important to note that both parties have duties to each other under such an agreement. The most common and easy to understand example of indemnity agreements is an insurance agreement between two parties.

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Luckily, you can now get a perfect solution to the legal issues in your indemnification agreement even without expert knowledge and extra effort. Just hit the buttons below, get the free indemnification agreement sample and exempt yourself from potential lawsuits.

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What Types of Business Would Use an Indemnity Agreement?

An indemnity agreement protects you against legal liabilities. However, it isn’t just as simple as that. Lots of care and consideration is required while forming an indemnity agreement between two or more parties.

The following businesses to use indemnity agreement extensively are as follows:

  • The businesses where there are liabilities of health and damages to the capital assets of the company often apply this agreement on a broad basis. Such businesses include construction companies, fantasy ride parks, mining companies, etc.
  • The indemnity agreement is extensively used where the main contractor is hiring a subcontractor. The business excuses themselves for being liable for the legal complications that another party may face.
  • This agreement is seen in places where employees may get injured on the job or make a legal mistake. The indemnity agreement either protects them and covers their damages, or stops the employees from launching a legal attack against their parent company.

What Are the Typical Parts of an Indemnity Agreement?

Although there are variations depending upon the type of indemnity agreement, there are common aspects that you might observe in most indemnity agreements. The two parties between whom the agreement is drawn are:

  • The Indemnitee: the party seeking indemnification or security
  • The Indemnifier: the party warranting to compensate for the harm to the former

The agreement may detail consideration, which is usually monetary in nature, and will be used to render the agreement as official. The agreement will state-specific clauses under which the indemnitee will not be held liable. This involves legal jargon and terminologies.

Exclusions to the agreement are also described in the indemnity agreement. Such a case usually occurs when there is sufficient evidence of negligence on the part of the indemnitee.

This means, if the indemnitee is proven to be negligent, the agreement doesn't hold and the former can be taken to court. The method to set forth claims is also detailed, including the timings of the claim and its limits.

Furthermore, the agreement will state who is responsible to bring proof of either validating or rejecting the claim. These are the typical parts of an indemnity agreement.

The indemnity agreement isn’t as simple as it seems in theory. It is not a wonder clause or agreement that relieves a certain party from all of its legal obligations and invariably places the burden back on the shoulders of the other organization.

The legal language alone should be carefully treated and read so as to not cause miscommunication or legal mistakes. The agreement, if made properly, does not make one part dominant over the other. So how can you carefully maneuver your way around this conundrum?

Use Our Professional Indemnification Agreement Template to Protect your Business!

Luckily, you can now get a perfect solution to the legal issues in your indemnification agreement even without expert knowledge and extra effort. Just hit the buttons below, get the free indemnification agreement sample and exempt yourself from potential lawsuits.

Wait no further, download it now!


The indemnity agreement brings two or more parties onto a single page and relieves one party of the legal consequences that they might face in certain cases. It helps the parties form a two-way relationship that helps them adapt better to the legal conditions.

CocoSign could be your go-to platform for all your legal requirements. They are the best legal advisors in the business. You can get your free indemnity agreement template on CocoSign.




-          This Indemnification Agreement (hereinafter referred to as the “Agreement”) is entered into on ________________ (the “Effective Date”), by and between ________________________, with an address of ________________ (hereinafter referred to as the “Indemnifying Party”), and ________________, with an address of ________________ (hereinafter referred to as the “Indemnified Party”) (collectively referred to as the “Parties”).


-          The Parties agree that the Indemnified Party will be indemnified from the following:

  1. ________________________________________________________________________
  2. ________________________________________________________________________
  3. ________________________________________________________________________
  4. ________________________________________________________________________
  5. ________________________________________________________________________
  6. ________________________________________________________________________
  7. ________________________________________________________________________
  8. ________________________________________________________________________
  9. ________________________________________________________________________
  10. ________________________________________________________________________


-          The Parties agree that the below exceptions are applicable for the indemnity of the Indemnified Party:             

  1. ________________________________________________________________________
  2. ________________________________________________________________________
  3. ________________________________________________________________________
  4. ________________________________________________________________________
  5. ________________________________________________________________________
  1. ________________________________________________________________________
  2. ________________________________________________________________________
  3. ________________________________________________________________________
  4. ________________________________________________________________________
  5. ________________________________________________________________________


-          The Parties agree on the following points.

  1. The Indemnified Party will be indemnified from any claims, judgements, actions or otherwise when it comes to the costs of attorney/defense fees related to the agreement between the Parties. This extends to the Indemnifying Party’s representatives, agents, employees and more.
  2. In case any claim arises in consideration with the scope of this Agreement, the Indemnifying Party will have to pay for the Indemnified Party’s counsel chosen by the Indemnified Party himself/herself.
  3. ______________________________________________________________________________________________________________________________________________________
  4. ______________________________________________________________________________________________________________________________________________________
  5. ______________________________________________________________________________________________________________________________________________________
  6. ______________________________________________________________________________________________________________________________________________________


-          The Parties agree that any amendments made to this Agreement must be in writing and they must be signed by both Parties to this Agreement.

-          As such, any amendments made by the Parties will be applied to this Agreement


-          This Agreement shall be governed by and construed in accordance with the laws of ________________.


-          Any dispute or difference whatsoever arising out of or in connection with this Agreement shall be submitted to ________________ (Arbitration/mediation/negotiation) (Circle one) in accordance with, and subject to the laws of, ________________.


-          The Parties agree and disclose that they are authorized fully for entering this Agreement. Both Parties’ performances and obligations are not to violate the rights of any third party or else violate other, if any, agreements made between them and/or any other organization, person, business or law/governmental regulation.


-          Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) in case such is not related to the direct result of one party’s negligence or breach.


-          In an event where any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then the remaining provisions will remain to be enforced in accordance with the Parties’ intention.             


-          The Parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated throughout by their signatures below:












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