This Hold harmless agreement (this "Agreement") is made effective on
Today's date by and between Vívela Nonprofit Organization (hereinafter, " Vívela "), and Participant (hereinafter, "participant"), Vívela are sometimes individually referred to
as "Party" and collectively referred to as the "Parties."
WHEREAS, Vívela will be performing the following services for: Guided bike rides.
WHEREAS, in exchange for valuable consideration, participant desires to hold
harmless Vívela from any claims and/or litigation arising out of Vivela's
performance of the work of providing these services.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein,
Vívela and Participants agree to the terms below.
1. Hold Harmless. Participant shall fully defend, indemnify, and hold harmless Vívela from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or
injury, of any kind whatsoever ( including without limitation 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, omissions,
negligence, or willful misconduct on the part of Vívela, its officers, owners, personnel,
employees, agents, contractors, invitees, or volunteers . This indemnification applies to and
includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees,
attorneys' fees, and related costs or expenses, and any reimbursements to Vívela for all legal
fees, expenses, and costs incurred by it.
2. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this
Agreement have the actual legal power, right, and authority to make this Agreement and bind each
3. Amendment; Modification. No supplement, modification, or amendment of this Agreement
shall be binding unless executed in writing and signed by both Parties.
4. Waiver. No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. No waiver, benefit, privilege, or service
voluntarily given or performed by a Party shall give the other Party any contractual right by custom,
estoppel, or otherwise.
5. Attorneys' 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 attorneys' 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, if any, is the prevailing
party in accordance with this provision.
6. 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.
7. Enforceability, Severability, and Reformation. If any provision of 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 any provision of this Agreement is invalid or
unenforceable, but that by limiting such 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 Michigan law. 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 Michigan law.
8. Applicable Law. This Agreement shall be governed exclusively by the laws of Michigan,
without regard to conflict of law provisions.
9. Exclusive Venue and Jurisdiction. Any lawsuit 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 Michigan. 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 of any lawsuit that
they bring in any other jurisdiction or venue.
10. Signatures. This Agreement shall be signed by participant and effective as of the date first written above