HOLD HARMLESS AGREEMENT
This HOLD HARMLESS AGREEMENT (the "Agreement") is made as of the date the Mobile Donation Center is delivered to the indemnifier and between Goodwill Industries of Greater Cleveland and East Central Ohio, Inc. (the "Indemnitee"), located at 408 9th Street SW, Canton, Ohio 44707. The Indemnitee and Indemnifier may be referred to individually as a "Party," or collectively, the "Parties."
RECITALS
WHEREAS, the Indemnifier desires to hold harmless and indemnify the Indemnitee 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 1.07; and
WHEREAS, the Indemnitee desires indemnity against all liabilities, losses, claims, judgments, suits, fines, penalties, demands, or expenses that may result from the Indemnitee's facilitation of the Activity defined in Section 1.07.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties 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 one gender shall include a reference to all other genders.
1.03 A reference to writing or "written" includes e-mail.
1.04 Any obligation in this Agreement on a Party not to do something includes an obligation not to agree to or allow that thing to be done.
1.05 Any phrase introduced by the terms "including," "include," "in particular," or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.06 References to sections or clauses are to the sections or clauses of this Agreement.
1.07 "Activity" shall mean: The free, at-will use of a Goodwill Industries mobile donation center (mini-trailer) for the purpose of depositing items the Indemnifier wishes to donate to Goodwill Industries of Greater Cleveland and East Central Ohio, Inc. No reservation or fee is required. Use of the mobile donation center is provided as a courtesy at no charge to the Indemnifier.
SECTION 2: INDEMNIFICATION
2.01 Indemnification. To the fullest extent permitted by applicable law, the Indemnifier agrees to hold harmless and indemnify the Indemnitee against any and all claims and actions arising out of or related to the Indemnifier's participation in the Activity, including, without limitation, expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any liability, suit, action, loss, or damage arising or resulting from the Indemnifier's participation in the Activity, subject to the limits described in Section 2.02.
2.02 Exceptions. The Indemnifier shall not be required to hold harmless or indemnify the Indemnitee under the following circumstances:
(1) Against a claim directly caused by the gross negligence or willful misconduct of the Indemnitee, its agents, or employees;
(2) In a civil action where the Indemnitee did not act in good faith and in a reasonable manner; or
(3) Where the actions or conduct of the Indemnitee constituted willful misconduct, or the Indemnitee was knowingly fraudulent or deliberately dishonest.
2.03 No Bailment. The Indemnifier acknowledges and agrees that by depositing items into the mobile donation center, no bailment relationship is created between the Parties. Goodwill Industries of Greater Cleveland and East Central Ohio, Inc. assumes no responsibility for, and shall not be liable for, any loss, theft, damage, or destruction of donated items once they are placed in the mobile donation center.
2.04 Assumption of Risk. The Indemnifier acknowledges that the use of the mobile donation center involves certain inherent risks, including but not limited to physical injury during loading, and agrees to assume all such risks associated with participation in the Activity.
2.05 Settlement and Consent. The Indemnitee will not settle any claim or action without first obtaining the written consent of the Indemnifier. The Indemnifier will not be liable for any amounts paid in settlement of any claim or action where written consent was not obtained.
2.06 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 3: MISCELLANEOUS
3.01 Representation and Authority. Each Party signing this Agreement represents and warrants that they are duly authorized and have legal capacity to execute and deliver this Agreement, and that this Agreement is a valid and legally binding obligation enforceable in accordance with its terms.
3.02 Amendment. This Agreement may only be changed or supplemented by a written amendment signed by authorized representatives of each Party.
3.03 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 shall be effective unless made in writing and executed by the Party to be charged.
3.04 Entire Agreement. This Agreement constitutes the entire agreement between the Parties, superseding all prior written or oral agreements relating to the subject matter herein.
3.05 Severability. 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 modified only to the extent necessary to render it reasonable and enforceable, and the remainder of the Agreement shall not be affected or invalidated.
3.06 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions. The federal and state courts located in Ohio shall have sole and exclusive jurisdiction over any disputes arising under this Agreement.
3.07 Headings. Section titles and headings are included for convenience only and shall not affect the meaning or interpretation of this Agreement.
3.08 Attorney's Fees. In any legal proceeding brought for the enforcement of this Agreement, or arising from an alleged breach, default, or misrepresentation hereunder, the prevailing party shall be entitled to recover reasonable attorney's fees and costs incurred in connection with such proceeding.
3.09 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
3.10 Interpretation. The terms of this Agreement shall be construed in accordance with the plain meaning of the language used and shall not be construed for or against either Party by reason of authorship.
3.11 Counterparts. This Agreement may be executed in counterparts. Facsimile and electronic signatures are binding and shall be considered original signatures.
