Indemnity Agreement

# Indemnity Agreement **Effective Date:** ___________ This Indemnity Agreement ("Agreement") is entered into by and between: **Indemnitor:** ___________ ("Indemnitor") **Indemnitor Address:** ___________ **Indemnitee:** ___________ ("Indemnitee") **Indemnitee Address:** ___________ ## 1. Background and Purpose This Agreement relates to the following transaction, activity, or relationship: **Description of Underlying Matter:** ___________ **Indemnity Type:** ___________ The purpose of this Agreement is to allocate risk and define the obligations of the Indemnitor to protect the Indemnitee from certain losses, claims, and liabilities as described herein. ## 2. Indemnification Obligations (a) The Indemnitor agrees to indemnify, defend, and hold harmless the Indemnitee and its officers, directors, employees, agents, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, causes of action, suits, proceedings, judgments, damages, losses, costs, expenses, and liabilities of any kind (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or related to: **Scope of Indemnification:** ___________ (b) The duty to defend includes the obligation to provide legal counsel acceptable to the Indemnitee at the Indemnitor's sole expense, from the earliest notice of a claim through final resolution, including any appeals. (c) The duty to indemnify applies regardless of whether the Losses result from a third-party claim, regulatory action, governmental investigation, or other proceeding. ## 3. Indemnification Cap **Maximum Indemnification Amount:** ___________ ___________