Indemnification Agreement
_________________________,
referred to as INDEMNITOR, and ________________________, referred to as
INDEMNITEE agree:
Pursuant to a
_________________________ dated __________________, INDEMNITOR agreed to
indemnify INDEMNITEE from certain claims and liabilities. A claim has been made
by ______________________ against INDEMNITOR, on ___________________ a claim
was made against INDEMNITEE for ___________________________________________.
The INDEMNITOR and
INDEMNITEE disagree as to whether the contract provides for indemnity for the
claim presented by INDEMNITOR.
The parties agree that
INDEMNITOR shall provide legal counsel and other services necessary to defend
the claim, provided that the provision of such services are not a waiver of any
rights that INDEMNITOR may have to dispute whether the claim is required to be
indemnified. Further, the parties agree that INDEMNITOR shall control the
defense of the claim and INDEMNITEE will cooperate fully with the INDEMNITOR in
the defense of the claim.
The parties shall
submit the dispute regarding whether the contract provides indemnity herein to
INDEMNITEE to a suit before the Court for.
Upon the final decision
by the COURT finding that there is no indemnification, the defense shall be
turned over to the INDEMNITEE.
Upon the final decision
by the COURT finding that indemnity is provided, the INDEMNITOR shall proceed
to defend the claim.
“Final decision” shall
be defined as a ruling by a Court for which no further appeal is possible, or
by agreement by the parties that no further litigation shall take place.
This is the entire
agreement between the parties and this agreement may only be varied by a
writing executed by the parties.
Dated:
______________________
___________________________________
INDEMNITOR
___________________________________
INDEMNITEE
Indemnification Agreement
Review List
This review list is provided to inform you about this
document and assist you in its preparation.
This is a standard indemnification agreement related to a disputed
situation. Feel free to modify it as
required by your circumstances.
- Make multiple copies. Give one to each signatory. Keep one copy in the transaction file.
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