Fill and Sign the Indemnification 481378495 Form

- 1 - INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into effective the ____ day of ______________, 20__, by and between ________________________, (hereafter "________________________") and ________________________ (hereafter "________________________"). WHEREAS, ________________________ and ________________________ are defendants in that certain case number _____________ pending in the United States District Court for the ____________District of____________, ____________Division, styled ____________________________________ (hereafter "the Litigation"), and WHEREAS, the parties hereto have potential claims for indemnity from each other for the claims asserted in the Litigation by virtue of various Contractor Master Agreem ents and other agreements, which claims the parties desire to compromise and settle. THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned ________________________ and ________________________ do hereby solemnly covenant, contract and agree as follows: 1. From the effective date hereof, ________________________ shall indemnify, defend and hold harmless ________________________ officers, agents and employees from and against any and all claims, judgments, expenses and damages, including, but not limite d to, actual and punitive damages presently asserted by the Plaintiffs or awarded to Plaint iffs or any other parties who are or may hereafter be made parties to the Litigation. This obligation of ________________________shall include, but not be limited to, ___________________ _____ paying when due, without demand, (a) all costs of defense of __________________ including, without limitation, all attorneys fees and expenses of counsel for ________________________and after the effective date hereof in relation to the Litigation, - 2 - which have been approved in writing by ________________________ prior to ________________________ incurring such expenses, (b) any and all judgments and other amounts assessed by the Court against ________________________ or its personnel and future fees and expenses of experts retained by ________________________ which may be called as witnesses in the litigation with which ________________________ desires to consult with, depose or call as witnesses during the Litigation.2. _________________ shall make available to ________________________ at reasonable time upon reasonable notice such ________________________ employees and retained experts as may be designated by ________________________ to consult with ________________________'s counsel and to appear at depositions and/or trial of the Litigation. ________________________ and its counsel shall cooperate with ________________________ in the time, manner and method of defending the Plaintiffs' claims as they relate to ________________________ so as not to conflict with ________________________'s strategy and defense of Plaintiffs' claims against ________________________. ___________________ shall nevertheless be entitled but not be obligated to make and pursue such defenses t o Plaintiffs' claims against ________________________ as may be determined by __________________ to be necessary. However, ________________________ shall not make or pursue any defenses regarding the Plaintiffs claims related to causation, health, medical and da mage claims without the express written consent of ________________________. 3. This agreement is made without admission of liability of ________________________ or ________________________ to Plaintiffs nor shall same be interpreted as an admission of liability. In fact, ________________________ and - 3 - ________________________ expressly deny any such liability whatsoever to Plaintiffs or each other.4. This agreement, the terms hereof and the consideration paid are and shall remai n confidential and shall not be disclosed or communicated directly or indirectly by a party hereto or its attorneys to anyone except another party named as a defendant in the Litigat ion, without the express written consent of the other party unless required by Court Order after notice and a hearing. 5. ________________________ agrees that in the event a settlement is effected with the Plaintiffs or other parties to the Litigation that any payment made by ________________________ pursuant thereto shall be made by ________________________ collectively on behalf of all parties being released. However, no such settlement shall be made unless ________________________ obtains from the Plaintiffs or other parties a full, unqualified and complete release of ________________________ from all claims asserted, contingent or otherwise arising out of the claims in the Litigation. 6. In the event of default in the terms, covenants and conditions hereof the defaulti ng party agrees to pay the reasonable attorneys fees and costs of the non-defaulting party inc urred in the enforcement of the terms hereof. 7. Any notices given to the parties regarding this agreement shall be given by U.S. Mail postage paid, Certified Return Receipt Requested addressed as follows: If to ________________________: With copy to : If to ________________________: - 4 - 8. This Agreement contains the full and complete agreement of the parties and no modification of amendment hereto may be made except in writing duly executed by t he parties hereto with specific reference made in said writing that it is an amendment or modification of this agreement. IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE ______ DAY OF _______________, 20____. _________________________________ BY:______________________________ITS________________________ _________________________________ BY: _____________________________ ITS________________________