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Free Indemnity Agreement Template (Hold Harmless)
Protect yourself or your business from financial losses with a professionally drafted indemnity agreement. Allocate risk, define defense obligations, and set liability caps with our free US template.
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INDEMNITY AGREEMENT
Mutual Indemnity Agreement
INDEMNITOR
Pacific Northwest Logistics Inc.
7800 Commerce Boulevard, Suite 450
Seattle, WA 98101
Seattle, WA 98101
By: Chief Operating Officer, +1 (206) 555-0142 | legal@pnwlogistics.com
INDEMNITEE
Columbia River Distribution LLC
3200 Waterfront Place, Suite 300
Seattle, WA 98104
Seattle, WA 98104
By: Managing Partner, +1 (206) 555-0298 | contracts@columbiariverdist.com
Effective: March 1, 2026 · Type: Mutual
Re: Master Services Agreement dated January 15, 2026
This Indemnity Agreement (the "Agreement") is entered into as of March 1, 2026 by and between Pacific Northwest Logistics Inc. ("Indemnitor") and Columbia River Distribution LLC ("Indemnitee").
WHEREAS, the parties are engaged in or contemplate the following transaction or relationship: Warehousing, distribution, and last-mile delivery services for consumer electronics products pursuant to the Master Services Agreement dated January 15, 2026.
WHEREAS, this Agreement is made in connection with: Master Services Agreement dated January 15, 2026.
NOW, THEREFORE, in consideration of the mutual promises and obligations contained in the Master Services Agreement and the performance of warehousing and distribution services, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
WHEREAS, the parties are engaged in or contemplate the following transaction or relationship: Warehousing, distribution, and last-mile delivery services for consumer electronics products pursuant to the Master Services Agreement dated January 15, 2026.
WHEREAS, this Agreement is made in connection with: Master Services Agreement dated January 15, 2026.
NOW, THEREFORE, in consideration of the mutual promises and obligations contained in the Master Services Agreement and the performance of warehousing and distribution services, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
SCOPE OF INDEMNIFICATION
Each party (as "Indemnifying Party") shall indemnify, defend, and hold harmless the other party, its officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Party") from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:
(a) any and all claims, whether based in contract, tort (including negligence), strict liability, statutory liability, or any other theory of liability;
(b) any breach of this Agreement or any representation, warranty, or obligation hereunder;
(c) any violation of applicable federal, state, or local laws, rules, or regulations by the Indemnifying Party.
The parties acknowledge that contractual indemnification is governed by common-law principles and, where applicable, the principles of apportionment reflected in the Restatement (Third) of Torts: Apportionment of Liability sections 22-23. The parties further acknowledge that state anti-indemnity statutes may limit or void indemnification for the Indemnitee's sole negligence or willful misconduct in construction or similar contexts (see, e.g., California Civil Code section 2782, New York General Obligations Law section 5-322.1, and the Texas Anti-Indemnity Act, Texas Insurance Code sections 151.101-151.151). To the extent any provision of this Agreement would require indemnification barred by such a statute, that provision shall be construed narrowly and modified to the minimum extent necessary to comply with applicable law, with all remaining indemnification obligations preserved to the fullest extent permitted.
(a) any and all claims, whether based in contract, tort (including negligence), strict liability, statutory liability, or any other theory of liability;
(b) any breach of this Agreement or any representation, warranty, or obligation hereunder;
(c) any violation of applicable federal, state, or local laws, rules, or regulations by the Indemnifying Party.
The parties acknowledge that contractual indemnification is governed by common-law principles and, where applicable, the principles of apportionment reflected in the Restatement (Third) of Torts: Apportionment of Liability sections 22-23. The parties further acknowledge that state anti-indemnity statutes may limit or void indemnification for the Indemnitee's sole negligence or willful misconduct in construction or similar contexts (see, e.g., California Civil Code section 2782, New York General Obligations Law section 5-322.1, and the Texas Anti-Indemnity Act, Texas Insurance Code sections 151.101-151.151). To the extent any provision of this Agreement would require indemnification barred by such a statute, that provision shall be construed narrowly and modified to the minimum extent necessary to comply with applicable law, with all remaining indemnification obligations preserved to the fullest extent permitted.
2.
COVERED CLAIMS AND LOSSES
The indemnification obligations under this Agreement shall cover all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of whatever kind. Without limitation, the covered losses specifically include: Attorneys' fees, court costs, settlement amounts, judgments, fines, penalties, investigation costs, and all other reasonable expenses incurred in connection with any covered claim. Where the subject matter of this Agreement involves the sale of goods, the parties acknowledge that indemnification may also be available by operation of law under Uniform Commercial Code Article 2 (including UCC section 2-312 for warranty of title and noninfringement, and UCC section 2-607(5) for vouching-in notice). Where this Agreement relates to a federal prime contract or subcontract, the parties acknowledge that Federal Acquisition Regulation (FAR) clause 52.228 and related provisions may impose additional indemnity and insurance obligations that supplement the terms of this Agreement.
3.
NOTICE OF CLAIMS
The Indemnitee shall provide the Indemnitor with prompt written notice of any claim, demand, or action for which indemnification may be sought under this Agreement. Such notice shall include a description of the claim in reasonable detail, the amount of the claim (if known), and copies of any relevant documents or correspondence. Failure to provide timely notice shall not relieve the Indemnitor of its indemnification obligations except to the extent the Indemnitor is materially prejudiced by such failure.
4.
DEFENSE OBLIGATIONS
The Indemnitor shall have the duty to defend, at its own expense, any claim, suit, or proceeding brought against the Indemnitee for which indemnification is required under this Agreement. Defense counsel shall be selected by mutual agreement of the parties, provided that such counsel shall be reasonably acceptable to both parties. The Indemnitor shall bear all costs and expenses of the defense, including reasonable attorneys' fees, expert witness fees, and court costs.
5.
SETTLEMENT AUTHORITY
No settlement of any claim covered by this Agreement shall be made without the mutual written consent of both the Indemnitor and the Indemnitee, which consent shall not be unreasonably withheld, conditioned, or delayed.
6.
NOTICE AND COOPERATION REQUIREMENTS
The Indemnitee shall provide written notice to the Indemnitor within 30 days of becoming aware of any claim, potential claim, or threatened action that may give rise to indemnification obligations under this Agreement. The Indemnitee shall reasonably cooperate with the Indemnitor in the investigation and defense of any claim, including providing access to relevant documents, records, and personnel, at the Indemnitor's expense.
7.
LIMITATIONS AND EXCLUSIONS
The aggregate liability of the Indemnitor under this Agreement shall not exceed 2,000,000.00 USD.
Notwithstanding the foregoing, the indemnification obligations and any liability caps under this Agreement shall not apply to claims arising from: willful misconduct; fraud or intentional misrepresentation; criminal acts or omissions. Such claims shall be subject to the full extent of liability permitted by applicable law.
In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunity, regardless of the theory of liability.
No claim for indemnification under this Agreement may be brought after three (3) years from the date on which the Indemnitee first became aware, or reasonably should have become aware, of the facts giving rise to such claim, subject in all events to the applicable statute of limitations of the governing jurisdiction.
The parties acknowledge that enforceability of any indemnification for the Indemnitee's own negligence is subject to public-policy limits and state anti-indemnity statutes (for example, California Civil Code section 2782, New York General Obligations Law section 5-322.1, and the Texas Anti-Indemnity Act at Texas Insurance Code sections 151.101-151.151), which may void indemnity for sole negligence in construction and similar contexts. Each party has had the opportunity to consult with counsel regarding the effect of such statutes on this Agreement.
Notwithstanding the foregoing, the indemnification obligations and any liability caps under this Agreement shall not apply to claims arising from: willful misconduct; fraud or intentional misrepresentation; criminal acts or omissions. Such claims shall be subject to the full extent of liability permitted by applicable law.
In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunity, regardless of the theory of liability.
No claim for indemnification under this Agreement may be brought after three (3) years from the date on which the Indemnitee first became aware, or reasonably should have become aware, of the facts giving rise to such claim, subject in all events to the applicable statute of limitations of the governing jurisdiction.
The parties acknowledge that enforceability of any indemnification for the Indemnitee's own negligence is subject to public-policy limits and state anti-indemnity statutes (for example, California Civil Code section 2782, New York General Obligations Law section 5-322.1, and the Texas Anti-Indemnity Act at Texas Insurance Code sections 151.101-151.151), which may void indemnity for sole negligence in construction and similar contexts. Each party has had the opportunity to consult with counsel regarding the effect of such statutes on this Agreement.
8.
INSURANCE REQUIREMENTS
The Indemnitor shall maintain, at its own expense, the following insurance coverage throughout the term of this Agreement:
(a) Commercial General Liability
(b) Professional Liability
(c) Cyber Liability
Each policy shall provide minimum coverage of not less than 5,000,000.00 USD per occurrence.
The Indemnitor shall provide the Indemnitee with a certificate of insurance evidencing such coverage within thirty (30) days of execution of this Agreement and upon each renewal thereof. The Indemnitee shall be named as an additional insured on all applicable policies.
(a) Commercial General Liability
(b) Professional Liability
(c) Cyber Liability
Each policy shall provide minimum coverage of not less than 5,000,000.00 USD per occurrence.
The Indemnitor shall provide the Indemnitee with a certificate of insurance evidencing such coverage within thirty (30) days of execution of this Agreement and upon each renewal thereof. The Indemnitee shall be named as an additional insured on all applicable policies.
9.
TERM AND SURVIVAL
This Agreement shall commence on the Effective Date and shall continue in full force and effect until February 28, 2028, unless earlier terminated in accordance with the provisions of this Agreement.
The indemnification obligations contained in this Agreement shall survive the termination or expiration of this Agreement for a period of two (2) years.
The indemnification obligations contained in this Agreement shall survive the termination or expiration of this Agreement for a period of two (2) years.
10.
TERMINATION
Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receiving written notice specifying the breach in reasonable detail.
Termination of this Agreement shall not affect any indemnification obligations that have accrued prior to the effective date of termination, nor shall it limit or waive any rights or remedies available to either party under this Agreement or applicable law.
Termination of this Agreement shall not affect any indemnification obligations that have accrued prior to the effective date of termination, nor shall it limit or waive any rights or remedies available to either party under this Agreement or applicable law.
11.
DISPUTE RESOLUTION
Any dispute arising under this Agreement shall first be submitted to non-binding mediation. If the dispute is not resolved through mediation within sixty (60) days, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its then-current rules. Both mediation and arbitration shall take place in King County, Washington. Each party shall bear its own costs for mediation. Arbitration costs shall be shared equally unless the arbitrator determines otherwise.
12.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.
13.
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, understandings, negotiations, and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
14.
AMENDMENTS AND WAIVER
This Agreement may not be amended, modified, or supplemented except by a written instrument executed by both parties. No waiver by either party of any provision of this Agreement shall be deemed a waiver of any other provision or of the same provision on any future occasion. The failure of either party to enforce any right under this Agreement shall not constitute a waiver of such right.
15.
COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and facsimile signatures shall be deemed original signatures for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Indemnity Agreement as of the date first written above.
INDEMNITOR
Pacific Northwest Logistics Inc.
Chief Operating Officer
Date: ____________________
INDEMNITEE
Columbia River Distribution LLC
Managing Partner
Date: ____________________
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What Is an Indemnity Agreement?
An indemnity agreement is a legally binding contract used throughout the United States in which one party, known as the Indemnitor, agrees to compensate another party, the Indemnitee, for certain losses, damages, or liabilities that may arise from a specified transaction, activity, or relationship. These agreements are a fundamental tool for allocating financial risk between American parties engaged in business dealings, ensuring that the party best positioned to manage a particular risk bears the responsibility for it.
Indemnity agreements are widely used across many U.S. industries and contexts. They appear in American commercial leases, construction contracts, service agreements, joint ventures, mergers and acquisitions, and licensing arrangements. A well-drafted U.S. indemnity agreement clearly defines which losses are covered, sets appropriate limitations on liability, and establishes procedures for handling claims, giving both parties predictability and protection.
Often referred to as a "hold harmless" agreement, this document does more than simply promise reimbursement. It can include obligations to actively defend against third-party claims, maintain insurance coverage, and provide timely notice of potential liabilities. Whether you are a U.S. contractor taking on a new project, a landlord leasing commercial space, or an American business entering a partnership, an indemnity agreement provides the legal framework to protect your financial interests.
What's Covered in This Template
Doxuno's indemnity agreement template covers all essential provisions for a comprehensive hold harmless arrangement. Each section is fully customizable to match the specific needs of your transaction or business relationship.
Indemnitor and Indemnitee Details
Purpose and Context
Indemnification Type
Covered Claims
Covered Losses
Defense Obligations
Liability Caps
Exclusions and Carve-Outs
Insurance Requirements
Notice and Claims Procedures
Financial Security
Governing Law and Signatures
How to Create an Indemnity Agreement
Drafting a thorough indemnity agreement requires careful consideration of the risks involved and clear language defining each party's obligations. Our template walks you through every critical provision so nothing is overlooked. Follow these steps to build your agreement.
- 1
Identify the Parties
Enter the full legal names, addresses, and contact information for both the Indemnitor (the party providing protection) and the Indemnitee (the party being protected). Specify whether each party is an individual, corporation, LLC, or partnership. Accurate party identification is essential for the agreement to be enforceable.
- 2
Define the Purpose and Scope
Describe the transaction, project, or business relationship that requires indemnification. Reference any underlying agreements such as service contracts, commercial leases, or construction agreements. Set the effective date and describe the consideration exchanged. A clear purpose statement prevents disputes about what activities are covered.
- 3
Select the Indemnification Type
Choose between broad form (covers all claims regardless of fault), intermediate form (covers claims except those caused solely by the Indemnitee's negligence), or limited form (covers only claims from the Indemnitor's own acts). Your selection determines the extent of risk transfer and should reflect the nature of the underlying transaction.
- 4
Specify Covered Claims and Losses
Define exactly which types of claims trigger the indemnification obligation. Select from third-party lawsuits, property damage, bodily injury, intellectual property infringement, environmental liability, and regulatory penalties. Then specify which categories of losses are covered, including attorney fees, court costs, settlement payments, and consequential damages.
- 5
Review, Sign, and Distribute
Review the completed agreement carefully to ensure all provisions accurately reflect the parties' intentions. Both the Indemnitor and Indemnitee should sign and date the document. Each party retains a signed copy. For high-value transactions or complex arrangements, consider having the agreement reviewed by legal counsel before execution.
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Always current with the law
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Legal Considerations for US Indemnity Agreements
U.S. indemnity agreements are powerful risk allocation tools, but their enforceability depends on proper drafting and compliance with applicable American state laws. Understanding the legal landscape helps you create an agreement that will hold up when it matters most.
This template is provided for informational purposes and does not constitute legal advice. For complex indemnification arrangements or high-value transactions, consult a licensed attorney in your jurisdiction.
Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard indemnification scenarios.
Anti-Indemnity Statutes
Many U.S. states have enacted anti-indemnity statutes that restrict or prohibit certain types of indemnity clauses, particularly in construction contracts. These American laws typically void broad form indemnity provisions that require one party to indemnify another for the other party's own negligence. Before using a broad form indemnity clause, verify that it is permitted under the laws of the U.S. state that will govern your agreement.
Clear and Unequivocal Language
U.S. courts generally require that indemnity obligations be expressed in clear and unequivocal terms. Ambiguous language is typically construed against the party seeking indemnification under American contract law. This means your agreement should explicitly state the types of claims covered, the scope of losses included, and any limitations or exclusions. Vague or overly broad language may be deemed unenforceable by a U.S. court.
Insurance as a Complement
An indemnity agreement is only as strong as the Indemnitor's ability to pay. For this reason, many U.S. agreements include requirements for the Indemnitor to maintain specified insurance coverage. Requiring certificates of insurance and additional insured endorsements ensures that there are sufficient funds available to satisfy American indemnification obligations if a claim arises.
Frequently Asked Questions
Protect Your Business from Unexpected Losses
Create a professional indemnity agreement in minutes. Our template provides everything you need to allocate risk, define defense obligations, and set clear liability limits between parties.
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