INDEMNITY AGREEMENT
State of Alabama
BACKGROUND
A. This Indemnity Agreement is made effective as of the following date: ________, by and between the following protected Party (the "Indemnitee"):
________
of
________
________
and the following reimbursing Party (the "Indemnifier"):
________
of
________
________
B. WHEREAS, the Indemnitee desires protection against any personal liability, claim, suit, action, loss, or damage that may be a result of Indemnitee's receiving the herein described service.
C. WHEREAS, the Indemnifier desires to provide protection and minimize harm the Indemnitee may suffer as a result of any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's receiving the herein described service.
D. WHEREAS, the Indemnifier is protecting the Indemnitee in exchange for the Indemnitee receiving the following service:
________
NOW THEREFORE, in consideration of the Indemnitee receiving the herein described service, and the Indemnifier and the Indemnitee entering into this Agreement, and all other good and valuable consideration, as well as the mutual covenants and conditions contained herein, the Parties hereby agree as follows:
I. INDEMNIFICATION.
1. The Indemnifier agrees to fully hold harmless, defend, and indemnify the Indemnitee from any and all civil claims, actions, and lawsuits arising out of the Indemnitee's receiving the herein described service, including, without limitation, expenses, all claims for fines, settlements, judgments, personal injury, wrongful death, and other amounts actually and reasonably incurred in connection with any liability, suit, action, loss, or damage arising from Indemnitee's participation, subject to any applicable limits on indemnification herein described.
2. Where prohibited by federal, state, or local law, the above indemnification does not include indemnification of the indemnitee against any claims caused by the gross negligence or fault of the Indemnitee, their agent or employee, or any third party under their supervision or control, other than the Indemnifier and their agents, employees, or subcontractors.
3. In the case of criminal proceedings arising as a result of Indemnitee's receiving the herein described service, the Indemnifier will indemnify the Indemnitee against all amounts including, without limitation, expenses, fines, judgments, settlements, and other amounts actually and reasonably incurred by the Indemnitee subject to any applicable limits on indemnification herein described.
4. Under the terms of this Agreement, the maximum amount of indemnification the Indemnifier is obligated to pay will be limited to $________ (________) with respect to any single claim or action.
5. The Indemnifier agrees to cooperate in good faith and use best efforts to ensure that the Indemnitee is reimbursed and indemnified for any and all relevant expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the defense of any claim or action resulting from the Indemnitee's receiving the herein described service.
6. The Indemnitee agrees to cooperate in good faith and use best efforts to provide any and all necessary information and documents within their power as required for the defense of any claim or action. The Indemnitee shall also provide any and all information and documents necessary within the Indemnitee's power to help in a determination of indemnification as described herein.
II. EXCEPTIONS TO INDEMNIFICATION.
7. The Indemnitee shall not be entitled to indemnification from the Indemnifier for any judgments, settlements, expenses, fines, lawsuits, or other amounts incurred as a result of the Indemnitee's actions where:
a. in the case of a civil claim, the Indemnitee is determined to have acted negligently and without due and reasonable care;
b. in the case of a criminal action, the Indemnitee had reasonable cause to believe their conduct was unlawful;
c. the actions or conduct of the Indemnitee constituted willful misconduct or were knowingly fraudulent or deliberately dishonest;
d. the Indemnitee will or has received payment under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw, or agreement, except where payment under this policy, clause, bylaw, or agreement is not sufficient to fully indemnify the Indemnitee, in which case the Indemnifier shall be responsible for making up the difference; or
e. an action or proceeding was initiated in whole or in part by the Indemnitee whether alone or along with one or more other claimants unless the action or proceeding has the written consent of the Indemnifier.
III. NOTICE OF CLAIM.
8. In the event of any claim or action, the Indemnitee shall promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier within five (5) business days of the commencement of any legal proceedings relating to the claim or action. The Indemnitee will provide the Indemnifier with all available information known to the Indemnitee relating to the claim or action.
IV. AUTHORIZATION OF INDEMNIFICATION.
9. In any case requiring indemnification for the Indemnitee, the Indemnifier will make the determination of whether indemnification is due and appropriate having given all due consideration to the terms described herein.
10. If the Indemnitee disagrees with the determination of the Indemnifier, then the matter shall be referred for review and determination to independent legal counsel or mediation reasonable satisfactory to the Indemnitee. The Indemnifier shall bear all costs associated with the process of making an independent determination.
11. The Indemnifier bears the burden of proving that indemnification is not appropriate if that is the conclusion they reach after their initial review.
12. The termination of a claim or action by judgment, order, settlement, or conviction, or upon a valid plea of nolo contendre or equivalent, shall not, in and of itself, create a presumption that the Indemnitee did not act in good faith and in a reasonable manneror, in the case of a criminal action, that the Indemnitee had reasonable cause to believe that their conduct was unreasonable.
V. PARTICIPATION IN DEFENSE.
13. Upon notification of any impending action or claim, the Indemnifier may, at their discretion and at their own expense, participate in the defense of any action or claim and may, alone or with any other indemnifying party, assume the defense against the action or claim using counsel deemed to be reasonably satisfactory by the Indemnitee.
14. After the Indemnifier has notified the Indemnitee of their intention to participate in the defense, the Indemnifier will no longer be deemed to be liable to the Indemnitee for any additional legal expenses incurred subsequently by the Indemnitee in relation to defense against the claim. The Indemnitee may employ, or continue to employ, their own legal counsel. However, any fees or expenses incurred by the Indemnitee after being notified of the Indemnifier's intention to assume the defense will be the sole responsibility of the Indemnitee.
15. If the Indemnifier chooses not to participate in the defense against the claim or action, the Indemnitee may defend against the claim or action in any reasonable manner they deem sufficient and appropriate. The Indemnifier shall promptly reimburse the Indemnitee for all expenses, judgments, fines, settlements, and any other amounts actually and reasonably incurred in connection to the defense of the claim or action subject to the limits on indemnification described herein.
VI. 5555252585.
________. 552 5252228222 85588 222 822282 522 88582 25 582822 8825252 28582 588585822 252 8582222 8228222 22 252 52522282825. 552 52522282825 85588 222 82 5285 885882 225 522 5225228 2585 82 8222822222 22 522 88582 25 5828228 85252 252 5252228222 585 222 28582 282582 85885 8582222 8228222 2522 252 52522282825. 552 52522282825 85588 222 525258225882 88255285 8228222 22 8222822222 8522 528528225 82 252 5252228222.
________. 552 52522282825 85588 222 822282 522 88582 25 582822 8825252 28582 588585822 252 8582222 8228222 22 252 5252228222. 552 5252228222 85588 222 525258225882 88255285 8228222 22 522 8222822222 8522 528528225 82 252 52522282825.
VII. 52258555.
________. 82 25222828 225 85885 252 5252228222 8888 8222 825222828852822 85588 82 82855525 8825252 252 52522282825'8 25825 8582222 8228222. 822 52858525 8228222 252 222 82 525258225882 88255285 82 252 52522282825.
________. 888 5258225882 25222828 82855525 82 252 5252228222 22 2222582 2588 825222222, 525 588 82828 22 522225822 522 55855 25522 885828 25 5828228 8525252 5258282 252 5252228222 52525 2588 825222222 8888 82 252 8282 52822288888822 22 252 52522282825 8582282 22 252 882828 22 825222828852822 528858825 525282.
________. 5222 252 8582222 5285282 22 252 5252228222, 252 52522282825 85588 5585282 25222828, 8585 58 858225'8 2228, 22 252 5252228222 82 522225822 522 582822 8525252 5258282 2522. 8585282 25222228 252 82 2552 85252 5258225882 82 25525 22 28282822 55558582 22 252 5252228222.
________. 52 5 5222528252822 88 2822255882 2552 2552 252 5252228222 88 222 22282825 22 825222828852822 225 5258228 528858825 525282, 252 5252228222 85588 82 52822288882 225 52828558822 252 52522282825 225 522 5585282 25222228 882582 5 5258225882 225825 22 2822.
VIII. PAYMENTS.
16. Indemnifier shall make all necessary and due payments to the Indemnitee within 30
(thirty) days of receipt of Notice of Indemnity from the Indemnitee and without deduction for counterclaim, defense, recoupment, or set-off.
17. Any and all Notices of Indemnity made by the Indemnitee shall be made in writing and contain a full detailing of the items that shall be covered by the payment from the Indemnifier.
IX. BREACH OF CONTRACT.
18. The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either Party.
c. The subjection of any of either Party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or governmental agency.
19. If any rights or remedies claimed by the Indemnitee under this Agreement are not paid by the Indemnifier, or on their behalf, within 30 (thirty) days after the Indemnitee provides the Indemnifier with proper written Notice of Indemnity, this shall be considered a material breach of this Agreement. Indemnitee shall be entitled to bring suit against the Indemnifier to recover any unpaid amounts and, if successful, in whole or in part, the Indemnitee shall be entitled to be paid any and all costs related to resolving the claim.
20. Where a determination of indemnification is made as described herein and concludes that the Indemnitee is not entitled to indemnification, this shall not be considered a breach that creates the presumption that the Indemnitee is not entitled to any other indemnification under this Agreement.
X. INDEMNIFICATION INSURANCE.
21. The Indemnifier shall take out and maintain indemnification insurance coverage with an insurer reasonably acceptable to the Indemnitee on terms reasonable and sufficient to fulfill the Indemnifier's obligation to provide proper indemnification.
22. If the Indemnifier fails to acquire and maintain indemnification insurance coverage within a reasonable amount of time from the start of this Agreement, the Indemnitee may take out insurance and charge all costs to the Indemnifier.
XI. DURATION AND TERMINATION.
23. This Agreement will terminate automatically on ________.
XII. JOINT AND SEVERAL LIABILITY.
24. If two or more parties act as Indemnifier in this Agreement or if the Indemnifier is a partnership with two or more partners, then liability under this Agreement shall be joint and several for each co-Indemnifier.
XIII. CONFIDENTIALITY.
25. Both the Indemnifier and the Indemnitee, and their respective employees, agents, and contractors, shall at all times shall maintain as confidential all information related to this Agreement and shall not at any time or in any manner, either directly or indirectly, use for the personal benefit of the other Party, or divulge, disclose, or communicate in any manner any information that is proprietary to the other Party, except where required to disclose under any regulatory or other authority or as otherwise required by law.
XIV. ENTIRE AGREEMENT.
26. This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement.
27. This Agreement supersedes any prior written or oral agreements between the Parties.
XV. SEVERABILITY.
28. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.
29. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
XVI. AMENDMENT.
30. This Agreement may be modified or amended in writing, if the writing is signed by the Party obligated under the amendment.
XVII. GOVERNING LAW.
31. This Agreement shall be construed in accordance with the laws of the State of Alabama.
XVIII. NOTICE.
32. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph of this Agreement or to such other address as one Party may have furnished to the other in writing.
XIX. WAIVER OF CONTRACTUAL RIGHTS.
33. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
EXECUTION:
_________________________________
________, Representative of ________, Indemnitee
_________________
Date
_________________________________
________, Representative of ________, Indemnifier
_________________
Date
INDEMNITY AGREEMENT
State of Alabama
BACKGROUND
A. This Indemnity Agreement is made effective as of the following date: ________, by and between the following protected Party (the "Indemnitee"):
________
of
________
________
and the following reimbursing Party (the "Indemnifier"):
________
of
________
________
B. WHEREAS, the Indemnitee desires protection against any personal liability, claim, suit, action, loss, or damage that may be a result of Indemnitee's receiving the herein described service.
C. WHEREAS, the Indemnifier desires to provide protection and minimize harm the Indemnitee may suffer as a result of any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's receiving the herein described service.
D. WHEREAS, the Indemnifier is protecting the Indemnitee in exchange for the Indemnitee receiving the following service:
________
NOW THEREFORE, in consideration of the Indemnitee receiving the herein described service, and the Indemnifier and the Indemnitee entering into this Agreement, and all other good and valuable consideration, as well as the mutual covenants and conditions contained herein, the Parties hereby agree as follows:
I. INDEMNIFICATION.
1. The Indemnifier agrees to fully hold harmless, defend, and indemnify the Indemnitee from any and all civil claims, actions, and lawsuits arising out of the Indemnitee's receiving the herein described service, including, without limitation, expenses, all claims for fines, settlements, judgments, personal injury, wrongful death, and other amounts actually and reasonably incurred in connection with any liability, suit, action, loss, or damage arising from Indemnitee's participation, subject to any applicable limits on indemnification herein described.
2. Where prohibited by federal, state, or local law, the above indemnification does not include indemnification of the indemnitee against any claims caused by the gross negligence or fault of the Indemnitee, their agent or employee, or any third party under their supervision or control, other than the Indemnifier and their agents, employees, or subcontractors.
3. In the case of criminal proceedings arising as a result of Indemnitee's receiving the herein described service, the Indemnifier will indemnify the Indemnitee against all amounts including, without limitation, expenses, fines, judgments, settlements, and other amounts actually and reasonably incurred by the Indemnitee subject to any applicable limits on indemnification herein described.
4. Under the terms of this Agreement, the maximum amount of indemnification the Indemnifier is obligated to pay will be limited to $________ (________) with respect to any single claim or action.
5. The Indemnifier agrees to cooperate in good faith and use best efforts to ensure that the Indemnitee is reimbursed and indemnified for any and all relevant expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the defense of any claim or action resulting from the Indemnitee's receiving the herein described service.
6. The Indemnitee agrees to cooperate in good faith and use best efforts to provide any and all necessary information and documents within their power as required for the defense of any claim or action. The Indemnitee shall also provide any and all information and documents necessary within the Indemnitee's power to help in a determination of indemnification as described herein.
II. EXCEPTIONS TO INDEMNIFICATION.
7. The Indemnitee shall not be entitled to indemnification from the Indemnifier for any judgments, settlements, expenses, fines, lawsuits, or other amounts incurred as a result of the Indemnitee's actions where:
a. in the case of a civil claim, the Indemnitee is determined to have acted negligently and without due and reasonable care;
b. in the case of a criminal action, the Indemnitee had reasonable cause to believe their conduct was unlawful;
c. the actions or conduct of the Indemnitee constituted willful misconduct or were knowingly fraudulent or deliberately dishonest;
d. the Indemnitee will or has received payment under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw, or agreement, except where payment under this policy, clause, bylaw, or agreement is not sufficient to fully indemnify the Indemnitee, in which case the Indemnifier shall be responsible for making up the difference; or
e. an action or proceeding was initiated in whole or in part by the Indemnitee whether alone or along with one or more other claimants unless the action or proceeding has the written consent of the Indemnifier.
III. NOTICE OF CLAIM.
8. In the event of any claim or action, the Indemnitee shall promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier within five (5) business days of the commencement of any legal proceedings relating to the claim or action. The Indemnitee will provide the Indemnifier with all available information known to the Indemnitee relating to the claim or action.
IV. AUTHORIZATION OF INDEMNIFICATION.
9. In any case requiring indemnification for the Indemnitee, the Indemnifier will make the determination of whether indemnification is due and appropriate having given all due consideration to the terms described herein.
10. If the Indemnitee disagrees with the determination of the Indemnifier, then the matter shall be referred for review and determination to independent legal counsel or mediation reasonable satisfactory to the Indemnitee. The Indemnifier shall bear all costs associated with the process of making an independent determination.
11. The Indemnifier bears the burden of proving that indemnification is not appropriate if that is the conclusion they reach after their initial review.
12. The termination of a claim or action by judgment, order, settlement, or conviction, or upon a valid plea of nolo contendre or equivalent, shall not, in and of itself, create a presumption that the Indemnitee did not act in good faith and in a reasonable manneror, in the case of a criminal action, that the Indemnitee had reasonable cause to believe that their conduct was unreasonable.
V. PARTICIPATION IN DEFENSE.
13. Upon notification of any impending action or claim, the Indemnifier may, at their discretion and at their own expense, participate in the defense of any action or claim and may, alone or with any other indemnifying party, assume the defense against the action or claim using counsel deemed to be reasonably satisfactory by the Indemnitee.
14. After the Indemnifier has notified the Indemnitee of their intention to participate in the defense, the Indemnifier will no longer be deemed to be liable to the Indemnitee for any additional legal expenses incurred subsequently by the Indemnitee in relation to defense against the claim. The Indemnitee may employ, or continue to employ, their own legal counsel. However, any fees or expenses incurred by the Indemnitee after being notified of the Indemnifier's intention to assume the defense will be the sole responsibility of the Indemnitee.
15. If the Indemnifier chooses not to participate in the defense against the claim or action, the Indemnitee may defend against the claim or action in any reasonable manner they deem sufficient and appropriate. The Indemnifier shall promptly reimburse the Indemnitee for all expenses, judgments, fines, settlements, and any other amounts actually and reasonably incurred in connection to the defense of the claim or action subject to the limits on indemnification described herein.
VI. 5555252585.
________. 552 5252228222 85588 222 822282 522 88582 25 582822 8825252 28582 588585822 252 8582222 8228222 22 252 52522282825. 552 52522282825 85588 222 82 5285 885882 225 522 5225228 2585 82 8222822222 22 522 88582 25 5828228 85252 252 5252228222 585 222 28582 282582 85885 8582222 8228222 2522 252 52522282825. 552 52522282825 85588 222 525258225882 88255285 8228222 22 8222822222 8522 528528225 82 252 5252228222.
________. 552 52522282825 85588 222 822282 522 88582 25 582822 8825252 28582 588585822 252 8582222 8228222 22 252 5252228222. 552 5252228222 85588 222 525258225882 88255285 8228222 22 522 8222822222 8522 528528225 82 252 52522282825.
VII. 52258555.
________. 82 25222828 225 85885 252 5252228222 8888 8222 825222828852822 85588 82 82855525 8825252 252 52522282825'8 25825 8582222 8228222. 822 52858525 8228222 252 222 82 525258225882 88255285 82 252 52522282825.
________. 888 5258225882 25222828 82855525 82 252 5252228222 22 2222582 2588 825222222, 525 588 82828 22 522225822 522 55855 25522 885828 25 5828228 8525252 5258282 252 5252228222 52525 2588 825222222 8888 82 252 8282 52822288888822 22 252 52522282825 8582282 22 252 882828 22 825222828852822 528858825 525282.
________. 5222 252 8582222 5285282 22 252 5252228222, 252 52522282825 85588 5585282 25222828, 8585 58 858225'8 2228, 22 252 5252228222 82 522225822 522 582822 8525252 5258282 2522. 8585282 25222228 252 82 2552 85252 5258225882 82 25525 22 28282822 55558582 22 252 5252228222.
________. 52 5 5222528252822 88 2822255882 2552 2552 252 5252228222 88 222 22282825 22 825222828852822 225 5258228 528858825 525282, 252 5252228222 85588 82 52822288882 225 52828558822 252 52522282825 225 522 5585282 25222228 882582 5 5258225882 225825 22 2822.
VIII. PAYMENTS.
16. Indemnifier shall make all necessary and due payments to the Indemnitee within 30
(thirty) days of receipt of Notice of Indemnity from the Indemnitee and without deduction for counterclaim, defense, recoupment, or set-off.
17. Any and all Notices of Indemnity made by the Indemnitee shall be made in writing and contain a full detailing of the items that shall be covered by the payment from the Indemnifier.
IX. BREACH OF CONTRACT.
18. The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either Party.
c. The subjection of any of either Party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or governmental agency.
19. If any rights or remedies claimed by the Indemnitee under this Agreement are not paid by the Indemnifier, or on their behalf, within 30 (thirty) days after the Indemnitee provides the Indemnifier with proper written Notice of Indemnity, this shall be considered a material breach of this Agreement. Indemnitee shall be entitled to bring suit against the Indemnifier to recover any unpaid amounts and, if successful, in whole or in part, the Indemnitee shall be entitled to be paid any and all costs related to resolving the claim.
20. Where a determination of indemnification is made as described herein and concludes that the Indemnitee is not entitled to indemnification, this shall not be considered a breach that creates the presumption that the Indemnitee is not entitled to any other indemnification under this Agreement.
X. INDEMNIFICATION INSURANCE.
21. The Indemnifier shall take out and maintain indemnification insurance coverage with an insurer reasonably acceptable to the Indemnitee on terms reasonable and sufficient to fulfill the Indemnifier's obligation to provide proper indemnification.
22. If the Indemnifier fails to acquire and maintain indemnification insurance coverage within a reasonable amount of time from the start of this Agreement, the Indemnitee may take out insurance and charge all costs to the Indemnifier.
XI. DURATION AND TERMINATION.
23. This Agreement will terminate automatically on ________.
XII. JOINT AND SEVERAL LIABILITY.
24. If two or more parties act as Indemnifier in this Agreement or if the Indemnifier is a partnership with two or more partners, then liability under this Agreement shall be joint and several for each co-Indemnifier.
XIII. CONFIDENTIALITY.
25. Both the Indemnifier and the Indemnitee, and their respective employees, agents, and contractors, shall at all times shall maintain as confidential all information related to this Agreement and shall not at any time or in any manner, either directly or indirectly, use for the personal benefit of the other Party, or divulge, disclose, or communicate in any manner any information that is proprietary to the other Party, except where required to disclose under any regulatory or other authority or as otherwise required by law.
XIV. ENTIRE AGREEMENT.
26. This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement.
27. This Agreement supersedes any prior written or oral agreements between the Parties.
XV. SEVERABILITY.
28. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.
29. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
XVI. AMENDMENT.
30. This Agreement may be modified or amended in writing, if the writing is signed by the Party obligated under the amendment.
XVII. GOVERNING LAW.
31. This Agreement shall be construed in accordance with the laws of the State of Alabama.
XVIII. NOTICE.
32. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph of this Agreement or to such other address as one Party may have furnished to the other in writing.
XIX. WAIVER OF CONTRACTUAL RIGHTS.
33. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
EXECUTION:
_________________________________
________, Representative of ________, Indemnitee
_________________
Date
_________________________________
________, Representative of ________, Indemnifier
_________________
Date
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