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Governing Law

Virginia


VABuilt for Virginia
Different states have different rules and regulations. Your Hold-Harmless (Indemnity) Agreement will be customized for Virginia.



Frequently Asked Questions

Which governing law should I choose?Normally, the governing law is the place in which the parties to the agreement reside or where the property is located or the service is performed. Where legislation is similar, the choice of jurisdiction may not make a difference but in some cases there may be advantages to choosing one jurisdiction over another.What is the difference between a Hold-Harmless and an Indemnity Agreement?A Hold-Harmless Agreement is legally known as an Indemnity Agreement.

Indemnitee Info



Street, City, State, ZIP code




Frequently Asked Questions

Who is the Indemnitee?The Indemnitee is the party that requires protection.Can I use one agreement for ALL indemnitees?Where multiple Indemnitees are intimately related, such as a husband and wife or a business partnership, then you may include multiple Indemnitees in one Indemnitee Agreement.

However, if the Indemnitees will be operating independently, then you should create a separate Indemnity Agreement for each Indemnitee.

Indemnifier Info



Street, City, State, ZIP code




Frequently Asked Questions

Who is the Indemnifier?The Indemnifier is the party that is willing to provide protection to the Indemnitee.Where there is more than one Indemnifier, who is liable?Where more than one Indemnifier will be indemnifying an Indemnitee, the Indemnifiers will be jointly and severally liable to the Indemnitee for any claim or damages.

Indemnification


e.g. The Indemnifier wishes to hold a camp for school children to be held between September 27 and September 30, 2017. The camp will be held on property belonging to the Indemnitee. The Indemnitee wishes to be indemnified against any and all liability that may result from this event.




Frequently Asked Questions

What categories or types can I select?
  • Activity - this is a general category that can be used to describe almost any type of participation. (e.g. sub-contractor indemnification in a construction project, or to indemnify a person against third part lawsuits where the person wishes to help or contribute to a concert or a camp.)
  • Contract - can be used where the indemnity specifically relates to the provisions of a contract.
  • Lease - can be used where the indemnity specifically relates to the provisions of a lease.
  • Transaction - can be used where indemnity is required for a specific transaction. (e.g. purchase or sale of business.)
What does "Describe the Activity" mean?Usually the Indemnifier wants the Indemnitee to participate in an activity but the Indemnitee is reluctant because of potential liability. The Indemnifier agrees to indemnify the Indemnitee against any liability that might result from participation in the activity.

In this case, describe the Activity for which the indemnitee requires protection.

Terms

Select the terms you wish to include.
If the Indemnifier does not have sufficient resources to cover all foreseeable liabilities under this agreement then the Indemnifier should be required to obtain liability insurance. The Parties should weigh the costs of insurance against the protection provided by this insurance to determine if insurance coverage is reasonable under this Agreement.


If any confidential or proprietary information of any kind will be contained in this agreement then you should include a confidentiality clause.

Select this option to specify a MAXIMUM monetary amount of indemnification. Otherwise indemnification will be unlimited as to amount.


Frequently Asked Questions

Should I include criminal indemnification?The basic protection in this Agreement is against civil lawsuits. You may also include protection against a criminal proceeding. Indemnification for a criminal proceeding would only be available if the Indemnitee had no reasonable cause to believe their conduct was unlawful.

Additional Clauses

No additional terms or conditions are needed for most agreements.


Do not use several names or words to refer to the same person or thing as it could cause confusion and ambiguity by appearing to introduce new or different people or items.

Certain words were capitalized and defined already in this agreement. For example, a indemnitee is called the "Indemnitee". Use the same predefined terms in your additional clauses.

Do not use pronouns such as: they, us, we, our, you, or me. Pronouns may be ambiguous and can cause confusion. e.g.:
  • Wrong: We may terminate this Agreement by providing written notice to the other party;
  • Right: The Indemnifier may terminate this Agreement by providing written notice to the Indemnitee.
Plain English means language that is simple and conveys ideas with the greatest possible clarity and avoids using legalese.

Legalistic StylePlain English
at the present time now
due to the fact that because; since
during such time aswhile
for the duration ofduring
inasmuch asbecause; since
in the event thatif
notwithstanding the fact that although; even if
prior to before
pursuant to under; in accordance with
subsequent toafter
that certaina
with reference toabout

Do not abbreviate words.

Use numerals, not words, to denote amounts.

Try not to repeat or contradict what has already been stated in this Agreement.

Only put one paragraph per additional clause.

Order your additional clauses in a logical sequence.

Make sure your meaning is clear.

Spell-check your clause.

Signing Details






Frequently Asked Questions

Are witnesses necessary?It is a good idea to have your signatures witnessed even though most documents and contracts do not require a witness for them to be legally valid.

Many banks and other institutions have their own internal policies about signing requirements, and may refuse to accept documents that are not witnessed regardless of the fact that the documents are legally valid. If you want to avoid bureaucratic hold-ups, it may be a good idea to have your document witnessed.


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