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Indemnity Agreement Questions

An indemnity agreement, also known as a "hold harmless agreement", is a contract or a part of a contract. It is created to “make good” to one party on a loss caused by another. In other words, in a contract one party is “held harmless” for certain actions that could cause harm or damage to the other party. For example, a landlord may include a “hold harmless” clause in a rental agreement, in which both parties agree the landlord will not be held responsible for any losses or damages to the property caused by the tenant.

Listed below are a few questions answered by business lawyers on issues related to indemnity agreements.

I have a beauty salon where I lease the shop area and pay for the utilities myself. What legal documents do I need to get drawn up if I want to sell the place?

You would need the sales agreement for the salon, along with the assumption of lease agreement. In addition, you should have an indemnity agreement drawn up so that all the debts of the salon will transfer to the new owner who will indemnify you in the event any creditors come after you.

Last year, I signed an indemnity form for the bank stating that I would be liable for a loan if a certain company failed to repay it. I signed it under duress since employees stood to lose their jobs if I didn’t sign the form. However, the bank knew I had no assets and was living on an old age pension. Now that the bank is after me to repay the loan, can the knowledge that they knew I didn’t have the means to repay the loan be used as good defence?

The argument may not be strong enough. Duress usually means that threatened bodily harm will come to you or a family member. If you don’t qualify for that, the most suitable option right now would probably be to file for bankruptcy and discharge the debt since you have no assets.

I am entering into an agreement with a fundraising company that will be supplying a store that sells books to schools and organizations that need funds for their projects. This agreement does not have an indemnity clause and I want to know what to include in it.

Your indemnity clause should state that the company will indemnify and hold you harmless and not responsible for any claim or action based on the following reasons: Failure to receive payment, security breaches that result in losses or threat of loss, or sheer negligence that provides unauthorized access to or dissemination of private information. In the event that a client/customer sues you for any of this, the fundraising company should indemnify you to satisfy any judgment. The company should also absorb the costs of all fees, including legal fees, which you might incur in fighting the case.

As the owner of a PI firm, I submitted a contract for services between an attorney and my company. The attorney, however, wants me to include a "standard investigator's representation and warranty about the legality and propriety of the investigative methods used." Is it true that most attorneys would need this for legal purposes as far as the courts and clients are concerned?

To begin with, you can’t agree to do work for illegal purposes. Apart from that, it seems like the attorney wants assurance that your investigation methods will be legal. This seems reasonable since the attorney needs protection from liability in the event that you do something illegal, such as beat evidence out of a subject. Having said that, along with this clause, you might also think about including an indemnity clause. To quote an Expert, this clause can say that “they will indemnify and defend you, as an agent, for all legal and reasonable means undertaken in the performance of work they assign to you.”

Understanding indemnity agreements can be tricky and getting help from an Expert may be advisable. For example, businesses that offer activities to the public that are dangerous, like adventure sports, amusement parks, and so on, ask visitors/participants to sign indemnity agreements to release the business from any kind of liability in the event of an accident. However, should an accident occur and should the business be proved to be negligent because of faulty equipment and poor maintenance, any injured individuals may still be able to file a claim against the organization.

Ask a Business Lawyer

Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: General
Satisfied Customers: 1507
Experience:  Run my own successful business/contract law practice.
18572087
Type Your Business Law Question Here...
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5 Business Lawyers are Online Now

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Dimitry K., Esq.
Attorney
Satisfied Customers: 1507
Run my own successful business/contract law practice.
MShore Law
Attorney
Satisfied Customers: 1233
Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
FiveStarLaw
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Satisfied Customers: 1174
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Recent Indemnity Questions

  • Exactly what happens when you work with an angel investor.

    Exactly what happens when you work with an angel investor. Say, , an investor gives you $100K investment in your company. What contracts are put into place, does that money go into an account, what are the general expectations of the ROI investor, what if you are running at loss first year or so?
  • I would like to have someone who works with startup company

    I would like to have someone who works with startup company to read the below "Convertible Promissory Note",
    (1) help me to understand the intentions of the clauses;
    (2) any area that I should pay attention of.
    (3) are there any clause here that is unusual.
    ---------------Here is the content of the agreement--------------
    RECITAL
    To provide the Company with additional resources to conduct its business, the Purchasers are willing to loan to the Company in one or more disbursements up to an aggregate amount of $150,000 , subject to the conditions specified herein.
    AGREEMENT
    NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and each Purchaser, intending to be legally bound, hereby agree as follows:
    1. AMOUNT AND TERMS OF THE LOAN
    1.1 The Loan. Subject to the terms of this Agreement, each Purchaser agrees to lend to the Company at the Closing (as hereinafter defined) the amount set forth opposite such Purchaser’s name on the Schedule of Purchasers attached to this Agreement (each, a “Loan Amount”) against the issuance and delivery by the Company of a convertible promissory note for such amount, in substantially the form attached hereto as EXHIBIT A (each, a “Note” and collectively, the “Notes”).
    2. CLOSING AND DELIVERY
    2.1 Closing. The closing of the sale and purchase of the Notes (the “Closing”) shall be held on the Effective Date, or at such other time as the Company and Purchasers may mutually agree (such date is hereinafter referred to as the “Closing Date”).
    2.2 Subsequent Sales of Notes. At any time on or before the 180th day following the Closing, the Company may sell Notes representing up to the balance of the authorized principal amount not sold at the Closing (the “Additional Purchasers”), which Noes, for the avoidance of doubt, shall be on the same terms as the Notes issued in the initial Closing. All such sales made at any additional closings (each an “Additional Closing”) shall be made on the terms and conditions set forth in this Agreement and (i) the representations and warranties of the Company set forth in Section 3 hereof shall speak as of the Closing and the Company shall have no obligation to update any disclosure related thereto, and (ii) the representations and warranties of any Additional Purchaser in Section 4 hereof shall speak as of the applicable Additional Closing. This Agreement, including without limitation, the Schedule of Purchasers, may be amended by the Company without the consent of Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature page hereto. Any Notes sold pursuant to this Section 2.2 shall be deemed to be “Notes,” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement.
    2.3 Delivery. At the Closing and each Additional Closing (i) each Purchaser shall deliver to the Company a check or wire transfer funds in the amount of such Purchaser’s Loan Amount; and (ii) the Company shall issue and deliver to each Purchaser a Note in favor of such Purchaser payable in the principal amount of such Purchaser’s Loan Amount.
    3. REPRESENTATIONS, WARRANTIES OF THE COMPANY
    The Company hereby represents and warrants to each Purchaser as of the Closing as follows:
    3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.
    3.2 Capitalization. The authorized capital of the Company consists, immediately prior to the initial Closing, of 9,500,000 shares of common stock, $0.00001 par value per share (the “Common Stock”), 5,727,253 shares of which are issued and outstanding immediately prior to the initial Closing, and 2,500,000 shares of Class F Stock, $0.00001 par value per share (the “Class F Stock”), 2,499,999 of which are issued and outstanding. All of the outstanding shares of Common Stock and Class F Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Company has reserved 2,000,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to the ABC, Inc. Stock Incentive Plan duly adopted by
  • Have had approval for a business loan through NAB, they require

    Have had approval for a business loan through NAB, they require us to supply the following
    Business Security Agreement
    Guarantee & Indemnity from us
    Can you assist
    Regards Steve
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