Connecticut Hold Harmless Agreement
This Hold Harmless Agreement (hereinafter referred to as the "Agreement") is made and entered into as of _______________ (the "Effective Date"), by and between _______________, with a mailing address of _______________ (hereinafter referred to as the "Indemnifier"), and _______________, with a mailing address of _______________ (hereinafter referred to as the "Indemnitee").
WHEREAS, the Indemnitee desires to be protected from any claims, liabilities, losses, damages, and expenses, including but not limited to attorneys' fees and costs, that arise out of or are in any way connected with the activities described in Appendix A, attached hereto and incorporated herein by reference;
WHEREAS, the Indemnifier is willing to hold the Indemnitee harmless against all such claims, in accordance with the terms of this Agreement and subject to the limitations and exceptions set forth herein;
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 hereto agree as follows:
I. INDEMNIFICATION
The Indemnifier hereby agrees to hold the Indemnitee harmless from and against any and all claims, suits, judgments, liabilities, losses, damages, and expenses, including reasonable attorneys' fees and costs, that the Indemnitee may suffer or incur in connection with the activities described in Appendix A. This indemnity will apply regardless of whether the claim arises out of negligence, breach of contract, liability without fault, or any other theory of liability.
II. NOTIFICATION AND DEFENSE
The Indemnitee shall promptly notify the Indemnifier in writing of any claim or litigation to which this indemnity applies. The Indemnifier shall have the right, but not the obligation, to assume the defense of any such claim or litigation, including the employment of counsel and the payment of all expenses. The Indemnitee shall cooperate fully with the Indemnifier in the defense of any such claim or litigation.
III. DURATION
This Agreement shall commence on the Effective Date and shall continue in full force and effect until ___________________, unless earlier terminated by mutual agreement of the parties.
IV. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws provisions.
V. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
VI. AMENDMENT AND WAIVER
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above written.
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Indemnifier Signature
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Indemnifier Printed Name
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Date
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Indemnitee Signature
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Indemnitee Printed Name
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Date
