Can you provide an example of an indemnity agreement?

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An indemnity agreement is a contract where one party (the Indemnitor) promises to compensate another party (the Indemnitee) for specific losses, damages, or legal liabilities.

You can review or draft a standard contract using guidelines from the DocuSign Indemnity Agreement Template.

Example Indemnity Agreement

INDEMNITY AGREEMENT

This Indemnity Agreement (the "Agreement") is entered into as of [Date], by and between:

  • Indemnitor: [Name of Person or Company], located at [Address]
  • Indemnitee: [Name of Person or Company], located at [Address]

1. Purpose

Indemnitor desires to use or participate in [describe activity, e.g., renting commercial equipment / hosting a training workshop / accessing property] provided or owned by Indemnitee. In exchange for this access, Indemnitor agrees to provide protection against liabilities as outlined below.

2. Indemnification and Hold Harmless

Indemnitor agrees to defend, indemnify, and hold harmless Indemnitee, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, suits, costs, and expenses (including reasonable attorneys' fees) arising out of, or resulting from, Indemnitor’s participation in the activity, negligence, or breach of this Agreement.

3. Exclusions

The obligations of the Indemnitor under this Agreement shall not apply to the extent that any claim, loss, or damage is caused by the gross negligence or intentional misconduct of the Indemnitee.

4. Notice of Claim

Indemnitee shall promptly notify Indemnitor in writing of any claim or suit that may trigger a right to indemnification under this Agreement.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

IN WITNESS WHEREOF, the parties have executed this Indemnity Agreement as of the date first written above.

  • Indemnitor Signature: ___________________________ Date: __________
  • Indemnitee Signature: ___________________________ Date: __________

Can you give me an example of an indemnity contract?

An indemnity contract is a legal promise where one party agrees to pay for the losses or damages of another party. You can view a basic Indemnification Agreement Template to see how these provisions are structured in standard business documents.

Real-World Example

Imagine a city rents a public park to a local organizer for a weekend music festival.

  • The Risk: A visitor trips over a loose cable at the festival and sues the city for medical bills.
  • The Indemnity Clause: The rental contract states that the event organizer must indemnify and hold harmless the city from any third-party claims arising from the festival.
  • The Result: Even though the city owns the park, the organizer must pay for the legal defense and any money awarded in the lawsuit.

Sample Indemnity Clause Wording

"The Contractor agrees to defend, indemnify, and hold harmless the Client from and against any and all claims, damages, losses, and expenses, including attorney fees, arising out of the Contractor's work or performance under this Agreement."

Can you provide a sample indemnity agreement?

You can access a customizable Docusign Indemnity Agreement Template to draft, edit, and securely sign your contract online.

Key Elements of an Indemnity Agreement

An indemnity agreement (or hold-harmless agreement) shifts financial risk and legal responsibility from one party to another. A standard template includes:

  • Parties Involved: Names and addresses of the Indemnifying Party (the person or business providing protection) and the Indemnified Party (the person or business receiving protection).
  • Scope of Indemnity: A clear description of the specific events, activities, or transactions covered, plus what losses or damages apply.
  • Defense Obligations: Details on who pays for legal counsel and defense costs if a claim arises.
  • Exclusions/Exceptions: Limits stating when indemnification does not apply, such as gross negligence, bad faith, or intentional misconduct.
  • Claim Notice: The set number of days the protected party has to notify the indemnifier about a new legal claim.
  • Governing Law: The state or jurisdiction whose laws apply to the contract.

Other standard template choices are available via PandaDoc Indemnity Agreement Template.

What are the three main types of indemnity agreements?

The three main levels or types of express indemnity agreements (often used in construction and commercial contracts) are broad form, intermediate form, and limited form.

1. Broad Form Indemnity

  • What it means: One party (the indemnitor) agrees to cover all losses and liabilities, even if the protected party (the indemnitee) is completely (100%) at fault.
  • Risk level: Extremely high for the party promising the indemnity.
  • Enforceability: Many states and jurisdictions ban broad form indemnity in construction and other contracts because it goes against public policy.

2. Intermediate Form Indemnity

  • What it means: The indemnitor covers losses caused by their own actions, joint actions, or third parties, but they do not cover losses caused solely by the indemnitee's negligence.
  • Risk level: Moderate.
  • Enforceability: Widely used and generally permitted in industries like construction, oil and gas, and manufacturing where risks are shared.

3. Limited Form Indemnity

  • What it means: Each party takes responsibility only for losses caused directly by their own individual fault or negligence.
  • Risk level: Low and balanced for both sides.
  • Enforceability: Fully enforceable in almost all jurisdictions, commonly found in standard service and consulting agreements.

What is the best example of indemnity?

The best and most common example of indemnity is an insurance policy.

When you buy car or home insurance, you pay a regular fee called a premium. In exchange, the insurance company promises to pay for your losses or damages if an accident happens. The company takes on the financial risk so that you do not have to pay out of pocket for the full cost of the damage.

Other Everyday Examples of Indemnity

  • Car Insurance: If you get into a car crash, your insurer pays to repair your car or covers the cost of medical bills from the other driver up to your policy limit.
  • Commercial Leases: A business renting a store in a shopping mall often signs an Indemnification Agreement. If a customer slips on a wet floor inside that store and sues, the store owner must pay the landlord's legal fees and cover the settlement.
  • Construction Contracts: A general contractor often asks a subcontractor to sign an indemnity clause. If the subcontractor damages part of the building or hurts a worker, the subcontractor's business pays for the resulting costs instead of the general contractor.

Key Terms to Know

  • Indemnitor: The party who promises to pay for the loss (like an insurance company).
  • Indemnitee: The party who gets protection from the risk (like the policyholder or property owner).

What is an Indemnity Agreement?

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Does an indemnity agreement need to be notarized?

An indemnity agreement does not always need to be notarized to be legally valid, but notarization is often recommended.

Legal Requirements

  • General Rule: Most jurisdictions do not require notarization for an indemnity agreement to be binding. A written agreement signed and dated by both parties is usually enforceable on its own.
  • Exceptions: Specific situations or government filings may require notarization depending on local laws or the specific context of the transaction (such as certain surety bonds or affidavits).

Benefits of Notarization

  • Identity Verification: A notary public confirms the identities of the people signing the document.
  • Prevents Fraud: It ensures that the parties sign the agreement willingly and knowingly, reducing the chance of forgery.
  • Stronger Evidence: Notarized documents are harder to challenge in court during a legal dispute.

Where can I get an indemnity form?

You can get a free customizable indemnity form template directly from legal and document platforms like Docusign Indemnity Agreement, PandaDoc Indemnity Agreement Template, or fillable options on DocHub Indemnity Form.

📋 Where to Find Forms

  • Online Templates: Docusign or PandaDoc for e-signing.
  • Legal Builders: Rocket Lawyer or LawDepot for guided questionnaires.
  • Specific Institutions: Banks, local government offices, or medical providers if you need a specialized institutional form.

⚠️ Important Considerations

  • Jurisdiction: Laws vary by state and country.
  • Scope: Ensure the liabilities covered match your exact use case.
  • Legal Review: Consult an attorney for high-value or high-risk agreements.

Can you provide an example of a letter of indemnity?

A Letter of Indemnity (LOI) is a formal legal document that guarantees compensation for potential financial losses, damages, or liabilities arising from a specific action or missing document.

Example Template: Lost Stock Certificate

Here is a standard example of a letter of indemnity used when a physical document (such as a stock certificate) is lost and needs to be replaced.

Date: October 5, 2026
To: Apex Corporation (The "Company")
From: Jane Doe (The "Indemnifier")

Subject: Letter of Indemnity for Lost Stock Certificate No. 12345

Dear Apex Corporation,

The undersigned, Jane Doe, hereby requests the issuance of a replacement stock certificate for 100 shares of common stock in Apex Corporation. The original Certificate No. 12345 has been lost, destroyed, or stolen, and cannot be produced.

In consideration of Apex Corporation issuing a replacement certificate, the undersigned agrees to hold harmless, defend, and fully indemnify Apex Corporation, its officers, directors, and transfer agents against any and all claims, losses, liabilities, damages, or expenses (including legal fees) that may arise out of or relate to:

  1. The reissuance of the stock certificate.
  2. Any future presentation or claim by any third party holding or claiming rights to the original Certificate No. 12345.

If the original certificate is found, the undersigned agrees to return it immediately to Apex Corporation for cancellation.

Signature: ________________ri
Name: Jane Doe
Address: 123 Maple Street, City, State

Key Parts of an LOI

  • Parties involved: Identifies who is offering the protection (indemnifier) and who is receiving it.
  • Specific purpose: Clearly states the exact transaction or risk covered (e.g., a lost document or cargo release).
  • Obligation to cover loss: Explicit promise to pay for or handle any legal claims or financial damages.

Who can issue a letter of indemnity?

A Letter of Indemnity (LOI) can be issued by a third-party financial or insurance institution, or by a contracting party involved in a transaction.

Who Can Issue an LOI?

  • Banks and Financial Institutions: Issued to guarantee payments or transactions, such as releasing cargo without an original bill of lading.
  • Insurance Companies: Issued to provide professional backing and cover potential damages or liabilities for a client.
  • Contracting Parties or Businesses: A company, shipper, or individual involved in an agreement can write and sign an LOI to hold another party harmless against specific risks or missing documents (like a lost stock certificate).
  • Authorized Corporate Officers: Must be signed by an individual with explicit legal authority to bind the organization, such as a director or authorized manager.

How to write an indemnity agreement?

To write an indemnity agreement, you can use customizable tools like LawDepot's Hold Harmless Agreement or reference a standard DocuSign Indemnity Agreement Template to define who pays for potential losses and legal claims.

An indemnity agreement (or hold-harmless agreement) shifts financial risk from one party (the indemnitee) to another (the indemnitor).

Key Steps to Write an Indemnity Agreement

  • Identify the parties: Write the legal names and addresses of the indemnitor (the person or business promising to pay for losses) and the indemnitee (the person or business being protected).
  • Define the scope: State clearly what types of losses, damages, or third-party claims are covered. Be specific instead of using vague phrases like "any and all losses".
  • Include the duty to defend: Clarify whether the indemnitor must pay for and manage an active legal defense, or only reimburse costs after a final financial judgment occurs.
  • List exclusions: Write down what is not covered, such as gross negligence, intentional misconduct, or acts outside the agreement's purpose.
  • Outline claim procedures: Explain the exact timeline and method for how the indemnitee must notify the indemnitor if a lawsuit or claim happens.
  • Set the duration: State when the agreement starts, ends, and how long the liability survives after the contract finishes.
  • Add governing law: Choose the state or jurisdiction whose laws apply if a legal dispute arises.
  • Sign and date: Ensure both legal entities sign and date the document to make it valid.