This Indemnification Agreement (the “Agreement”) is made on [date] by and between [Name of Indemnitor], a [state] corporation located at [address] (“Indemnitor”) and [Name of Indemnitee], a [state] corporation located at [address] (“Indemnitee”).
 
WHEREAS, Indemnitee is engaged in business activities that involve certain risks and hazards;
 
WHEREAS, Indemnitor desires to indemnify and hold harmless Indemnitee from any and all liability arising from such risks and hazards;
 
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
 
1. Indemnification. Indemnitor agrees to indemnify and hold harmless Indemnitee, its officers, directors, employees, and agents, from any and all liability, claims, demands, actions, and causes of action whatsoever, arising out of or related to any loss, damage, or injury, including death, that may be sustained by Indemnitee or any third party, as a result of Indemnitee’s business activities.
 
2. Defense of Claims. Indemnitor shall defend any and all claims, demands, actions, and causes of action against Indemnitee, its officers, directors, employees, and agents, that arise out of or are related to Indemnitee’s business activities, and shall pay all costs, expenses, and attorneys’ fees associated with such defense.
 
3. Notice and Cooperation. Indemnitee shall promptly notify Indemnitor of any claims, demands, actions, or causes of action against Indemnitee that may give rise to indemnification under this Agreement. Indemnitor shall have the right to control the defense of any such claims, demands, actions, or causes of action, and Indemnitee shall cooperate fully with Indemnitor in the defense of any such claims, demands, actions, or causes of action.
 
4. Limitation of Liability. Indemnitor’s liability under this Agreement shall be limited to the amount of actual damages, costs, and expenses incurred by Indemnitee, and shall not include any punitive or consequential damages.
 
5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of [state].
 
6. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
 
7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
 
[Name of Indemnitor] [Name of Indemnitee]
 
By: ______________________ ______________________
 
Title: ______________________ Date: ______________________
 
Date: ______________________