Undertaking of Indemnification

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Undertaking of Indemnification

Undertaking of Indemnification

{{company_name}}

{{company_address}}

{{phone}}

{{email}}

{{website}}

Date

{{date}}

Recipient Details

To: {{recipient_name}}

{{recipient_address}}

Subject: Undertaking of Indemnification

This Undertaking of Indemnification (hereinafter referred to as the 'Undertaking') is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

**{{indemnifying_party_name}}**, a company duly incorporated under the laws of {{country}}, with its registered office at {{indemnifying_party_address}} (hereinafter referred to as the 'Indemnifying Party');

AND

**{{indemnified_party_name}}**, a company duly incorporated under the laws of {{country}}, with its registered office at {{indemnified_party_address}} (hereinafter referred to as the 'Indemnified Party').

Recitals

WHEREAS, the Indemnified Party is undertaking certain activities/transactions/obligations related to {{description_of_activities_transactions}} (hereinafter referred to as the 'Activities').

WHEREAS, in connection with the Activities, certain risks, liabilities, and potential damages may arise, and the Indemnifying Party has agreed to indemnify and hold harmless the Indemnified Party from and against such risks, liabilities, and damages.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Indemnification

The Indemnifying Party hereby agrees to indemnify, defend, and hold harmless the Indemnified Party, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, liabilities, losses, damages, costs, expenses (including reasonable attorney's fees), judgments, and settlements of any kind or nature whatsoever, arising out of or in connection with the Activities, including but not limited to, {{specific_risks_covered}}.

This indemnification shall apply regardless of whether such claims, demands, liabilities, losses, damages, costs, expenses, judgments, or settlements are caused in whole or in part by the negligence of the Indemnified Party, except to the extent caused by the sole gross negligence or wilful misconduct of the Indemnified Party.

Notice of Claim

The Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim, demand, or event for which indemnification is sought hereunder. Failure to give prompt notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend against such claim.

Defense of Claims

Upon receipt of notice from the Indemnified Party, the Indemnifying Party shall have the right, at its own expense, to assume the defense of any claim or demand, using counsel of its own choice and reasonably acceptable to the Indemnified Party. The Indemnified Party shall cooperate fully with the Indemnifying Party in the defense of any such claim or demand.

Limitation of Liability

The total liability of the Indemnifying Party under this Undertaking of Indemnification shall not exceed {{currency}} {{maximum_liability_amount}} for any single event or series of related events, or {{currency}} {{aggregate_maximum_liability_amount}} in the aggregate.

Governing Law and Jurisdiction

This Undertaking shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Undertaking shall be subject to the exclusive jurisdiction of the courts of {{city_of_jurisdiction}}, {{country_of_jurisdiction}}.

Entire Agreement

This Undertaking constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. No amendment or modification of this Undertaking shall be valid unless in writing and signed by both parties.

Signature

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

**For and on behalf of {{indemnifying_party_name}}:**

Name: {{indemnifying_party_signatory_name}}

Title: {{indemnifying_party_signatory_title}}

Signature: _______________________

Date: _______________________

**For and on behalf of {{indemnified_party_name}}:**

Name: {{indemnified_party_signatory_name}}

Title: {{indemnified_party_signatory_title}}

Signature: _______________________

Date: _______________________