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Alex J.
Alex J., Litigator
Category: UK Law
Satisfied Customers: 3493
Experience:  LLB, LPC, DELF
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Looking simple hold harmless letter template

Customer Question

Looking for a simple hold harmless letter template
Submitted: 1 year ago.
Category: UK Law
Expert:  Alex J. replied 1 year ago.

Thank you for your question and welcome. My name is ***** ***** I will assist you.

Is this the sort of wording you are after:

1.1 Subject to 1.2 below, X hereby shall indemnify and hold harmless Y against all costs, damages, liabilities losses and expenses (including properly and reasonably incurred legal costs) suffered or incurred by Y arising out of or in connection with [ADD AN EXPLANATION OF THE FACT OR CIRCUMSTANCE THAT IS BEING INDEMNIFIED FOR E.G X's BREACH OF CONTRACT OR X'S FAILURE TO COMPLY WITH A REGULATORY REQUIREMENT];

1.2 Any losses in clause 1.1 shall include but are not limited to any indirect or consequential losses, loss of profit, loss of good will and all interest, penalties and legal costs (on an indemnity basis) and any other direct losses.

If this is only in a letter and not a contract then you will need to ensure that the letter takes the form of a deed or add the following words at the start of the letter:

"In consideration of Y paying X the sum of £1.00 (receipt of which is duly acknowledged by X) X and Y agree as follows:"

I have drafted this based purely on the limited scope of your question, so I must rely on your to make me aware of any other facts you wish to disclose?

I look forward to hearing from you.

Kind regards

AJ

Customer: replied 1 year ago.
Thanks
I think that this should do the job. It is an unusual case as we are indemnifying the nominee company for funds that we are investing on behalf of clients against any problems that might arise as a result of them signing an investment agreement (rather than us signing it which is what we normally do).
The only important question therefore is whether i need to include the payment of £1 given that it is not a financial transaction. It is to be a letter
Customer: replied 1 year ago.
In consideration of Juno Capital LLP (“Juno”) paying City Partnerships (UK) Ltd (“City”) the sum of £1.00 (receipt of which is duly acknowledged by City), Juno and City agree as follows:"1.1 Subject to 1.2 below, Juno hereby shall indemnify and hold harmless City against all costs, damages, liabilities losses and expenses (including properly and reasonably incurred legal costs) suffered or incurred by City arising out of or in connection with The Deed of Adherence to the Restated and Amended Investment Agreement in (“The Deed”) signed by City Partnership Nominee Ltd, included herein as Appendix 1.
1.2 Any losses in clause 1.1 shall include but are not limited to any indirect or consequential losses, loss of profit, loss of good will and all interest, penalties and legal costs (on an indemnity basis) and any other direct losses.
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. For this to be enforceable you need contractual consideration, if you dont have contractual consideration (i.e the £1 payment) it needs to be executed as a deed. That means it has to be signed sealed and delivered. Bare in mind this indemnity is only as good as the solvency of the entity that gives it. If the LLP is giving the indemnity, you wont be able to enforce against its partners - also if Juno is giving the indemnity then the £1 payment has to by from City to Juno. Kind regards AJ

Expert:  Alex J. replied 1 year ago.

Hi, Can I be of any further assistance with this? Any feedback is gratefully received. Kind regards AJ

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