Indemnification Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made and entered into this {{date_of_agreement}}

BETWEEN:

{{indemnifier_company_name}}, a company duly incorporated under the laws of {{indemnifier_jurisdiction}}, with its principal place of business at {{indemnifier_address}} (hereinafter referred to as “the Indemnifier”),

AND

{{indemnitee_company_name}}, a company duly incorporated under the laws of {{indemnitee_jurisdiction}}, with its principal place of business at {{indemnitee_address}} (hereinafter referred to as “the Indemnitee”).

Collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Indemnifier and Indemnitee have entered into, or are about to enter into, a certain agreement for {{description_of_primary_agreement}} (the “Primary Agreement”).

WHEREAS, in connection with the Primary Agreement, the Indemnitee desires protection against certain liabilities and risks, and the Indemnifier is willing to provide such protection on the terms and conditions set forth herein.

AGREEMENT TO INDEMNIFY

The Indemnifier hereby agrees to indemnify, defend, and hold harmless the Indemnitee, its officers, directors, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, demands, causes of action, liabilities, losses, damages, judgments, penalties, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs of investigation) (collectively, “Losses”) to the extent arising out of, relating to, or resulting from:

a) {{specific_event_or_action_1}}

b) {{specific_event_or_action_2}}

c) Any breach of the Indemnifier’s representations, warranties, or covenants under this Agreement or the Primary Agreement.

d) Any negligent or wrongful act or omission by the Indemnifier or its employees, agents, or subcontractors.

EXCLUSIONS FROM INDEMNIFICATION

Notwithstanding the foregoing, the Indemnifier shall have no obligation to indemnify any Indemnified Party for Losses to the extent arising from:

a) The gross negligence or willful misconduct of the Indemnified Party.

b) A breach of this Agreement by the Indemnified Party.

c) {{other_excluded_events_or_actions}}

PROCEDURE FOR INDEMNIFICATION

Upon becoming aware of any claim or potential claim that may give rise to a right of indemnification under this Agreement, the Indemnitee shall promptly notify the Indemnifier in writing. Such notice shall include reasonable detail regarding the nature and basis of the claim. Failure to provide prompt notice shall not relieve the Indemnifier of its obligations hereunder, except to the extent that such failure prejudices the Indemnifier’s ability to defend the claim.

The Indemnifier shall have the right, at its own expense, to assume the defense of any such claim with counsel of its choice, provided that such counsel is reasonably satisfactory to the Indemnitee. The Indemnitee shall cooperate fully with the Indemnifier in the defense of any such claim and shall have the right to participate in the defense at its own expense. The Indemnifier shall not settle any claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld.

LIMITATION OF LIABILITY

Except for the indemnification obligations set forth herein, neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or use, incurred by the other Party or any third party, whether in an action in contract or tort, even if the other Party or any third party has been advised of the possibility of such damages.

The maximum aggregate liability of the Indemnifier under this Agreement shall not exceed {{liability_limit_amount}} ({{liability_limit_amount_words}}).

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_country}}, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of {{governing_country}}.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

AMENDMENT

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Signature Block

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

_____________________________

By: {{indemnifier_signatory_name}}

Title: {{indemnifier_signatory_title}}

For: {{indemnifier_company_name}}

_____________________________

By: {{indemnitee_signatory_name}}

Title: {{indemnitee_signatory_title}}

For: {{indemnitee_company_name}}