This HOLD HARMLESS AGREEMENT (this “Agreement”) is made effective on October 25, 2022 by and between Northern Illinois Conservation Club of 41081 N. Hwy 83, Antioch, IL 60002, and each member of this organization. Both are sometimes individually referred to as “Party” and collectively referred to as the “Parties.”‘ WHEREAS, each member desires to hold harmless Northern Illinois Conservation Club from any claims and/or litigation arising out of each member’s actions in connection with any activities associated with the Club. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, both hereby agree as follows:
TERMS
1. Hold Harmless.
Each member shall fully defend, indemnify, and hold harmless the Northern Illinois
Conservation Club 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
each member by the Northern Illinois Conservation Club, 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 the member by the
Northern Illinois Conservation Club, 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 respective Party.
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 is 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 Illinois 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 Illinois law.
8. Applicable Law.
This Agreement shall be governed exclusively by the laws of Illinois, 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 Illinois.
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.
