HOLD HARMLESS AGREEMENT
This HOLD HARMLESS AGREEMENT (this “Agreement”) is made and entered into by and between Goodwill of Western and Northern Connecticut, Inc. (the “Indemnitee” or “Goodwill”), located at 165 Ocean Terrace, Bridgeport, Connecticut 06605, and the individual or organization signing this Agreement (the “Indemnifier”), effective as of the date the Indemnifier signs this Agreement. The Indemnitee and the Indemnifier may be referred to individually as the “Party”, or collectively, the “Parties”.
RECITALS
WHEREAS, the Indemnifier wishes to use a Goodwill trailer as a mobile donation center at the Indemnifier’s site;
WHEREAS, the Indemnifier desires to hold harmless and indemnify the Indemnitee and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (each, an “Indemnified Party”) from all liabilities, losses, claims, judgments, suits, fines, penalties, demands or expenses that may result from the Indemnifier’s participation in the activity defined in section 1.06; and
WHEREAS, the Indemnitee desires indemnity against all liabilities that may result from the Indemnifier’s use of the Goodwill trailer.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SECTION 1 — DEFINITIONS AND INTERPRETATIONS
1.01 Words in the singular shall include the plural and vice versa.
1.02 A reference to writing or written includes e-mail.
1.03 Any obligation in this Agreement on a Party not to do something includes an obligation not to agree or allow that thing to be done.
1.04 Any phrase introduced by the terms “including” or “include”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.05 “Donatable Item” shall mean: donated items of a suitable type and in a condition suitable for reuse or repurpose, as further described on the Indemnitee’s website.
1.06 “Activity” shall mean: Reservation and use of a Goodwill trailer for the purpose of storage of items wished to be donated to Goodwill.
SECTION 2 — AGREEMENT
2.01 Permitted Activity. In accordance with the terms of this Agreement, the Indemnitee hereby agrees to the Indemnifier’s use of the Goodwill trailer for the sole and exclusive purpose of collecting and storing Donatable Items for donation to the Indemnitee (the “Permitted Activity”). The Indemnifier shall not place, permit, or allow to be placed in or near the Goodwill trailer any hazardous materials, regulated waste, chemicals, flammable materials, weapons, ammunition, medications, medical waste, food, perishable goods, recalled items, contaminated items, illegal items, or any other items that Goodwill determines, in its sole discretion, are unsafe, unsuitable, or not acceptable for donation. Items placed in the trailer are not accepted by Goodwill until Goodwill takes possession of and accepts such items. Goodwill may reject any item for any reason. Rejected items remain the sole responsibility of the Indemnifier, and the Indemnifier shall remove or arrange for removal of rejected items at its sole cost.
2.03 On-Site Requirement. The Indemnifier will ensure that a representative acceptable to the Indemnitee will be personally present on site at the time of both drop-off and pick-up of the Goodwill trailer.
2.04 Trailer Location. The Indemnifier will be solely responsible for ensuring that the location of the Goodwill trailer is lawful, safe including safe from unauthorized access and use, suitable, and secure. The Indemnifier is solely responsible for obtaining any required permission, authorization, or approval for placement of the Goodwill trailer. The Indemnifier will not move, relocate, tow, or otherwise transport the Goodwill trailer under any circumstances. The Indemnifier will not permit the Goodwill trailer to be delivered or retrieved by any person other than Goodwill or its authorized representatives. Goodwill may inspect the trailer, the trailer location, and the surrounding area at any reasonable time. Goodwill may refuse delivery, suspend use, require corrective action, reject items, or remove the trailer if Goodwill determines that the location, access, items, use, or surrounding conditions are unsafe, unlawful, unsuitable, or inconsistent with this Agreement.
2.05 Scheduling of Drop-Off and Pick-Up. The specific dates and times for drop-off and pick-up of the Goodwill trailer will be scheduled between the Indemnifier and Goodwill after this Agreement has been signed by the Indemnifier.
2.06 Responsibility for Trailer. The Indemnifier will be solely responsible for the Goodwill trailer and its contents, and any damage to the Goodwill trailer, between drop-off and pick-up. The Indemnifier will ensure that access to the Goodwill trailer is limited to the Permitted Activity. The Indemnifier will ensure that the Goodwill trailer is covered by the Indemnifier’s insurance and will, at Indemnitee’s request and expense, cause the Indemnitee to be named as an additional insured on the Indemnifier’s applicable insurance policies.
SECTION 3 — INDEMNIFICATION
3.01 Indemnification. To the fullest extent permitted by applicable law, the Indemnifier will hold harmless, indemnify and defend each Indemnified Party against any and all claims, actions, liabilities, suits, actions, losses, expenses, judgments, fines, settlements, damages and other amounts actually and reasonably incurred by any Indemnified Party in connection with, arising out of, relating to, or resulting from the Activity, Permitted Activity, or location of the Goodwill trailer (“Losses”), subject to the limits on indemnification described in section 3.02. Upon written notice from Goodwill, the Indemnifier shall promptly assume the defense of any claim subject to indemnification using counsel reasonably acceptable to Goodwill. The Indemnifier shall not settle any claim without Goodwill’s prior written consent if the settlement imposes any obligation on Goodwill, requires any admission by Goodwill, limits Goodwill’s operations, or does not include a full release of the Indemnified Parties.
3.02 Exception. The Indemnifier is not obligated to hold harmless, defend and indemnify any Indemnified Party against a claim to the extent resulting solely from the gross negligence, willful misconduct or fraud of such Indemnified Party.
3.03 Release. The Indemnifier voluntarily assumes all risks arising out of or relating to the Goodwill trailer and the Activity and Permitted Activity. To the fullest extent permitted by law, the Indemnifier releases each Indemnified Party from all Losses, except to the extent finally determined to have resulted solely from Goodwill’s gross negligence, willful misconduct, or fraud.
3.04 Cooperation. Both Parties agree to cooperate in good faith and provide any and all information necessary for the defense of any claim or action.
SECTION 4 — MISCELLANEOUS
4.01 Representation on Authority of Parties/Signatories. Each Party signing this Agreement represents and warrants that they are duly authorized and have legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party’s obligations hereunder have been duly authorized, and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.
4.02 Amendment. This Agreement may only be changed or supplemented by a written amendment, signed by authorized representatives of each Party.
4.03 Waiver. The waiver of any breach or violation of any term or condition hereof shall not affect the validity or enforceability of any other term or condition, nor shall it be deemed a waiver of any subsequent breach or violation of the same term or condition. No waiver of any right or remedy under this Agreement shall be effective unless made in writing and executed by the Party so to be charged. The rights and remedies of the Parties to this Agreement are cumulative and not alternative.
4.04 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties, replacing all other written and/or previous agreements.
4.05 Severability. The Parties acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
4.06 Governing Laws. The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Connecticut, without giving effect to any form of conflict of law provisions thereof. The Federal and State courts located in Connecticut shall have sole and exclusive jurisdiction and venue over any disputes arising under the terms of this Agreement.
4.07 Effect of Title and Headings. The title of the Agreement and the headings of its Sections are included for convenience and shall not affect the meaning of the Agreement or the Section.
4.08 Attorney’s Fees. If any legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees incurred in connection with such legal proceeding except that the “prevailing party” status requirement does not apply to Section 3. The term “prevailing party” shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court.
4.09 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their respective successors and assigns.
4.10 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
4.11 Counterparts. This Agreement may be executed in counterparts. Facsimile and electronic signatures, including signatures executed via DocuSign, are binding and are considered to be original signatures.
THE UNDERSIGNED HAVE READ, UNDERSTAND and ACCEPT THIS AGREEMENT, and by signing this Agreement, all Parties agree to all of the aforementioned terms, conditions and policies.