Fillable Hold Harmless Agreement Template for California

California Hold Harmless Agreement Template

This California Hold Harmless Agreement (hereinafter referred to as the "Agreement") is made and entered into on this __ day of ___________, 20__, by and between _______________ (hereinafter referred to as the "Promisor") and _______________ (hereinafter referred to as the "Promisee"), collectively referred to as the "Parties".

WHEREAS, the Parties wish to set forth the terms and conditions under which the Promisor agrees to indemnify and hold harmless the Promisee from and against any losses, damages, injuries, claims, liabilities, costs, and expenses (including, but not limited to, reasonable attorney’s fees) directly or indirectly arising out of or in connection with the activities described herein.

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

1. Scope of Agreement: This Agreement is specifically governed by, and interpreted in accordance with, the laws of the State of California. It applies only to the extent permitted by law and does not waive or modify any legal defenses available to the Promisor under federal law or the laws of any other state.
2. Indemnification: The Promisor agrees to indemnify, defend, and hold the Promisee harmless from any and all claims, liabilities, damages, losses, costs, and expenses, including attorney’s fees, arising from or related to the conduct of the Promisor or their agents, employees, or subcontractors, in performing under this Agreement or any activities related directly or indirectly to this Agreement.
3. Exceptions: The indemnification obligations under this Agreement shall not apply to any liabilities, losses, claims, damages, expenses, or costs that are due to the willful misconduct or gross negligence of the Promisee or their agents, employees, or any third parties acting on behalf of the Promisee.
4. Insurance: The Promisor shall maintain adequate insurance coverage to fulfill its obligations under this Agreement and shall provide proof of such insurance to the Promisee upon request.
5. Duration: This Agreement shall remain in full force and effect until ___________, 20__, unless sooner terminated by either Party with thirty (30) days written notice to the other party.
6. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.
7. Amendments: No amendment, modification, or supplement of any provisions of this Agreement shall be valid unless in writing and signed by both Parties.
8. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provisions that would cause the application of the laws of any jurisdiction other than California.
9. Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration in accordance with the arbitration rules of the State of California.

IN WITNESS WHEREOF, the Parties have executed this California Hold Harmless Agreement as of the date first above written.

Promisor’s Signature: ____________________________

Promisor’s Name (Print): __________________________

Promisee’s Signature: ____________________________

Promisee’s Name (Print): __________________________