Indemnity Agreement template

Free indemnity agreement template

An indemnity agreement is a legally enforceable contract in which one party agrees to compensate another for certain losses, damages, or liabilities that may arise. These agreements are commonly used in business, real estate, construction, and service contracts to allocate financial risk and protect parties from unexpected costs. Indemnity agreements clarify responsibility for potential losses and provide legal recourse in the event of a claim.

Although it is sometimes confused with a hold harmless agreement, an indemnity agreement's primary focus is on financial compensation. 

This type of "If something goes wrong, who pays?" is a must-have in fields with high liability risk, like construction or events, to make sure financial responsibility is sorted out from the start. 

And Docusign is here to help you set up that protection. Our free indemnity agreement template provides the standard framework for outlining responsibilities and coverage. The form is designed to be easy to edit online, so you can customize it to fit the specific risks of your project. Once it’s ready, you can download, print, or send it through Docusign for secure signatures. Click on the sample indemnity agreement to get started for free:

To clearly define financial responsibilities and protect all parties, an indemnity agreement is a non-negotiable tool. Using a Docusign template to create and sign your agreement ensures the process is simple, secure, and properly documented. 

Take that proactive and necessary step to manage liability by getting started with a free Docusign account.

When do you need an indemnity agreement?

You might need an indemnity agreement in situations such as:

• Business partnerships or joint ventures, to define who bears financial risk

• Service contracts, where a provider may assume liability for certain damages

• Construction or real estate projects, to cover accidents or property damage

• Equipment or product use, ensuring users or buyers accept certain risks

Indemnity agreements are particularly valuable when contracts involve potential financial exposure, legal claims, or third-party liability.

Key elements of an indemnity agreement

To be effective and enforceable, the indemnity agreement template should include:

• Identification of parties: Names and addresses of the Indemnitor and Indemnitee.

• Description of activity or relationship: Clearly state what activity or relationship the indemnity relates to.

• Scope of indemnity: Specify what types of claims, losses, or liabilities are covered, and any exclusions (such as gross negligence or intentional misconduct).

• Notice of claims: Outline how and when the Indemnitee must notify the Indemnitor of a claim.

• Defense of claims: State who controls the defense of claims and how cooperation will work.

• Term: Define when the agreement starts and ends.

• Governing law: Specify the state or jurisdiction whose laws will apply.

• Signatures: The agreement must be signed and dated by both parties.

Additional (optional) provisions

• Entire agreement: States that the written agreement is the full and final agreement between the parties.

• Amendments: Explains how changes to the agreement must be made (usually in writing, signed by both parties).

• Severability: Ensures the rest of the agreement remains effective if one part is found invalid.

• Counterparts: Allows the agreement to be signed in multiple copies, all of which together form one agreement.

• Limitation of liability: May limit the amount or types of damages recoverable.

• Insurance requirements: May require one or both parties to maintain certain insurance.

• Notice addresses: Specifies where notices under the agreement must be sent.

What’s the difference between an indemnity agreement and a hold harmless agreement?

An indemnity agreement primarily focuses on financial compensation, where one party promises to reimburse another for specified losses or damages. In contrast, a hold harmless agreement is about releasing one party from liability for injuries or damages that may occur. Although both shift risk, indemnity agreements cover who pays, while hold harmless agreements cover who is responsible and cannot be held accountable.