Amendment to Agreement - Indemnity Provision

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Amendment to Agreement - Indemnity Provision Powered By Docstoc
					This document adds an indemnity provision to a prior agreement. The person who will
sign the indemnity agreement holds the indemnified party harmless from any damages
relating to any claim that is inconsistent with any agreement, covenant, representation,
or warranty made by the indemnifying party in the agreement. This agreement contains
standard terms including a provision for attorney's fees. This document should be used
by an individual or business seeking to add an indemnity provision to a prior agreement
that lacks such a provision.
       _________________________ [Instruction: Insert Name of Indemnified Party]
       _________________________ [Instruction: Insert Address 1]
       _________________________ [Instruction: Insert Address 2]

                                                Dated: ___________ [Instruction: Insert Date]

________________________ [Instruction: Insert Name of Indemnifying Party]
________________________ [Instruction: Insert Address 1]
________________________ [Instruction: Insert Address 2]

RE:    Amendment to Agreement dated ___________ [Instruction: Insert Date]

Dear ___________, [Instruction: Insert Name of Indemnifying Party]:

Reference is hereby made to an agreement between ____________________ [Instruction:
Insert Name of Indemnified Party] (henceforth, the “Indemnified Party”), on the one hand and
_______________________ [Instruction: Insert Name of Indemnifying Party] (henceforth,
the “Indemnifying Party”), on the other hand, dated as of ____________________________
[Instruction: Insert Agreement Date] (henceforth, the “Agreement”). For good and valuable
consideration, the receipt and sufficiency of which are hereby and mutually acknowledged, the
parties hereby agree to amend the terms of the Agreement by the terms of this amendment (the
“Amendment”) as follows:

1. All terms contained herein, unless otherwise defined, shall have the meanings ascribed to
them in the Agreement.

2. Notwithstanding anything to the contrary contained in the Agreement, the parties hereby
agree as follows:

       The Indemnifying Party agrees to indemnify and hold the Indemnified Party, and
       the Indemnified Party’s parent companies, successors, assigns, licensees, agents,
       officers, directors, employees, and representatives (individually and collectively,
       “Agents”) harmless from and against any third party claims, liabilities, costs and
       expenses (including reasonable attorney's fees and legal costs) in connection with
       any claim that is inconsistent with any agreement, covenant, representation or
       warranty made by the Indemnifying Party in the Agreement, provided that such
       claim has been settled with the Indemnifying Party’s consent or has resulted in a
       final judgment by a court of competent jurisdiction against the Indemnified Party
       or the Indemnified Party’s Agents. The Indemnifying Party will reimburse the
       Indemnified Party upon demand for any payment made by the Indemnified Party
       at any time after the date hereof (including after the term of the Agreement
       terminates) in respect of any claim, liability, damage or expense to which the
       foregoing indemnity relates. Upon the making or filing of any such claim, action
       or demand, the Indemnifying Party shall post a suitable undertaking or bond with
       a reputable bonding company satisfactory to the Indemnified Party, in its
       reasonable discretion, in the sum equal to the amount of the Indemnified Party’s
       potential liability hereunder (including reasonable legal fees and legal costs). The
       Indemnifying Party shall be promptly notified of any such claim, action or
       demand and shall have the right, at the Indemnifying Party’s own expense, to
       participate in the defense thereof with counsel of the Indemnifying Party’s own
       choosing; provided, however, that the Indemnified Party's decision in connection
       with the defense of any such claim, action or demand shall be final.

3. Except as otherwise provided for in this Amendment, the terms and conditions of the
Agreement shall remain in full force and effect.

Please confirm your acceptance of the foregoing by signing where indicated below.


                                             Very Truly Yours,

                                             ____________________________      [Instruction:
                                             Insert Name of Indemnified Party]


                                             ______________________________ [Instruction:
                                             sign]
                                             By: __________________________ [Instruction:
                                             Insert Name of Signatory]
                                             Title: __________________________ [Instruction:
                                             Insert Title of Signatory]


AGREED AND ACCEPTED

____________________ [Instruction: Insert Name of Indemnifying Party]



________________________________
[Instruction: sign]

By: ____________________________ [Instruction: Insert Name of Signatory]

Title: ____________________________ [Instruction: Insert Title of Signatory]
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Description: This document adds an indemnity provision to a prior agreement. The person who will sign the indemnity agreement holds the indemnified party harmless from any damages relating to any claim that is inconsistent with any agreement, covenant, representation, or warranty made by the indemnifying party in the agreement. This agreement contains standard terms including a provision for attorney's fees. This document should be used by an individual or business seeking to add an indemnity provision to a prior agreement that lacks such a provision.