November 21, 2023

THE PARTIES: This Hold Harmless Agreement (“Agreement”) made on
______________________, 20____, is between ______________________ with a mailing
address of ______________________, City of ______________________, State of
______________________ and ______________________ with a mailing address of
______________________, City of ______________________, State of
______________________ both of whom agree as follows:

IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged, the company and the clients (individually the “Party” and collectively
“The Parties” to this agreement) agree as follow:
The term of this agreement (the “Term”) will begin on the date on this agreement and
will remain on full force and effect until the completion of the services, subject to earlier
termination as provided in this Agreement. The Term may be extended with the written
consent of the parties.
2. HOLD HARMLESS; The company shall be fully be defended, indemnified and held
harmless from any or all claims ,lawsuits, demands ,cause of action, liability, loss,
damage and/or injury ,of any kind whatsoever (including without limitations all claims
for monetary loss, property damage, equitable relief, personal injury and/or wrongful
death),whether brought by an individual or other entity ,or imposed by a court of law or
by administrative action of any federal state or local governmental body or agency
,arising out of, in any way whatsoever, any acts, omission, negligence ,or willful
misconduct on the part of the company ,its officers ,owners ,personnel, employees,
agents, contractors, invitees or volunteers. This indemnification applies to and includes,
without limitation, the payment of all penalties, fines, penalties, fines fees and related
costs or expenses, and any reimbursements to the company for all legal fees, expenses
and costs incurred by it.

3. AUTHORITY TO ENTER AGREMENT. Each Party warrants that the individuals
who signed this Agreement have the actual legal power, right and authority to make this
agreement and bind each respective Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
will be finally and exclusively resolved by binding arbitration. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). The arbitration may be conducted in person, through
the submission of documents, by phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless requested by either Party. The
arbitrator must follow applicable law, and any award may be challenged if the arbitrator
fails to do so. If for any reason, a Dispute proceeds in court rather than arbitration, the
Dispute shall be commenced or prosecuted in the state and federal courts located in
[name of county] County, [name of state], and the Parties hereby consent to, and waive
all defenses of lack of personal jurisdiction, and forum non convenient with respect to
venue and jurisdiction in such state and federal courts. Application of the United Nations
Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transaction Act (UCITA) are excluded from these Terms of Use.

5. AMENDMENT/MODIFICATION. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing and signed by both parties
6. WAIVER. No waiver of any default shall constitute a waiver of any default or breach,
whether of the same or other covenant or condition. No of any service voluntarily given
or performed by a Party shall give the other Party any contractual right by contractual
right or otherwise.
7. NOTICES. All notices under this Agreement shall be in writing and sent to the address
of the recipient specified herein. Any such notice may be delivered by hand, by overnight
courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed
to have been received (1) if delivered by hand – at the time of delivery; (2) if delivered by

overnight courier – 24 hours after the date of delivery to courier with evidence from the
courier; (3) if delivered by certified mail with return receipt – the date as verified on the
return receipt; (4) if delivered by first class mail – three (3) business days after the date of

During the course of this agreement, the company may terminate this Agreements if there
is illegal activity, destruction of property or any other breach.

9. ATTORNEY’S FEES AND COSTS. If any legal action or other proceeding is brought
in connection with this agreement, the successful or prevailing Party, if any, shall be
entitled to recover reasonable attorney’s fees and other related costs, in addition to any
other relief to which that Party is entitled. In the event that it is the subject of dispute, the
court or trier of fact who presides over such legal action or proceeding is empowered to
determine which Party, is the prevailing one in accordance with this provision.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
Parties related to the matters specified herein, and supersedes any prior oral or written
statements or agreements between the Parties related to such matters.
this Agreement shall be held to be invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If a court finds that improvision
this Agreement is invalid and unenforceable, but that Agreement provision it would
become valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited. The intent of the Parties is to provide as broad an
indemnification as possible under California laws. In the event that any aspect of this
Agreement is deemed unenforceable, the court is empowered to modify this Agreement to
give the broadest possible interpretation permitted under California law.
12. FORCE MAJEURE. Neither party shall be liable for any failure to perform under this
Agreement when such failure is due to causes beyond that party’s reasonable control,
including, but not limited to, acts of State or governmental authorities, acts of terrorism,

natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of

13. APPLICABLE LAW. This Agreement shall be governed exclusively by the laws of
California, without regard to conflict of law provisions.
14. EXCLUSIVE VENUE AND JURISDICTION. Any lawsuits or legal proceeding
arising out of or relating to this Agreement in any way whatsoever shall be exclusively
brought and litigated in the federal and state courts of California. Each Party expressly
consents and submits to this exclusive jurisdiction and exclusive venue. Each Party
expressly waives the right to challenge this jurisdiction and/or venue as improper or
inconvenient. Each Party consents to the dismissal pf any lawsuits that they bring I any
other jurisdiction or venue.

IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their
duly authorized officers and made effective as of the undersigned date.

Manager’s Signature __________________________ Date ________________
Print Name ____________________________

Client’s Signature __________________________ Date ________________
Print Name ____________________________
Company Name ____________________________

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