Indemnification Bond Form

INDEMNIFICATION BOND FORM

This Indemnification Bond is made as of by and between Principal Name: and Obligee Name: and Surety Name: for Bond No.: .

RECITALS

WHEREAS, Obligee requires security to protect against loss, damage, claims, costs and expenses arising from Principal's obligations under the contract, permit, or other obligation described as:

WHEREAS, Principal has agreed to indemnify Obligee for any such loss and has requested Surety to guarantee performance of such indemnity obligations up to the penal sum set forth below.

WHEREAS, Surety is willing to issue this Indemnification Bond conditioned upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Bond, the following terms shall have the meanings set forth below: "Claim" means any demand, suit, action or proceeding asserted against Obligee arising out of or related to the bonded obligation; "Losses" means damages, costs, expenses, fines, penalties, and reasonable attorneys' fees finally awarded or reasonably incurred by Obligee in connection with a Claim.

2. BOND AMOUNT

Surety binds itself, its successors and assigns, jointly and severally with Principal, to pay Obligee up to the penal sum of: (the "Penal Sum"), subject to the terms and limitations of this Bond.

3. INDEMNITY OBLIGATION OF PRINCIPAL

Principal shall indemnify, defend and hold harmless Obligee from and against any and all Losses resulting from any Claim arising out of or related to the bonded obligation, whether arising in contract, tort (including negligence), statute, strict liability or otherwise. Principal's indemnity includes, without limitation, costs of investigation, litigation, settlement, reasonable attorneys' fees and interest.

4. SURETY'S LIABILITY AND RIGHTS

Surety's liability under this Bond shall be primary and not merely collateral, up to the Penal Sum. Surety shall be liable for Losses incurred by Obligee resulting from a valid Claim, provided Obligee has complied with the notice and claim procedures set forth in Section 5. Upon payment by Surety of any Losses, Surety shall be subrogated to all rights of Obligee against Principal to the extent of such payment, including rights to recover attorneys' fees and costs.

5. CLAIMS PROCEDURE

Obligee shall give prompt written notice to Principal and Surety of any Claim, specifying the nature of the Claim and reasonably available supporting documentation. Notice shall be sent to the addresses provided in Section 10. Upon receipt of notice, Principal shall have a reasonable period not to exceed thirty (30) days to cure or to commence defense; if Principal fails to cure or to undertake defense, Obligee may proceed to defend or settle the Claim, and Principal and Surety shall be liable for all resulting Losses.

6. DEFENSE AND SETTLEMENT

Principal shall defend any Claim at its sole cost using counsel reasonably acceptable to Obligee. Obligee shall not unreasonably withhold consent to counsel selected by Principal. If Principal fails to defend, or if a conflict of interest exists, Obligee may defend and settle such Claim; Principal and Surety shall promptly reimburse Obligee for all Losses resulting from such defense or settlement.

7. SUBROGATION AND REIMBURSEMENT

Upon payment of any Losses, Surety shall be subrogated to the rights of Obligee and shall be entitled to recovery from Principal for all amounts paid, including interest and costs. Principal shall promptly reimburse Surety for any advances, and Principal grants Surety a security interest in all amounts recoverable under the bonded obligation to secure reimbursement.

8. TERM; SURVIVAL

This Bond shall be effective as of the Effective Date set forth above and shall remain in force until the earlier of (i) final resolution of all Claims related to the bonded obligation or (ii) termination by written agreement of all Parties. Notwithstanding termination, the obligations of Principal and Surety with respect to Claims that arose during the term shall survive termination until fully discharged.

9. REMEDIES; ATTORNEYS' FEES

All remedies available to Obligee under this Bond are cumulative and in addition to any other remedy at law or in equity. In the event of enforcement of this Bond, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, whether at trial, on appeal, in bankruptcy or otherwise.

10. NOTICES

Principal Notice Address:

Surety Notice Address:

Obligee Notice Address:

All notices required or permitted under this Bond shall be in writing and shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, to the addresses set forth above or such other address as a Party designates by written notice.

11. GOVERNING LAW

This Bond shall be governed by and construed in accordance with the laws of the state of: without regard to its conflict of laws principles.

12. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Bond shall be effective unless in writing and signed by all Parties. Failure or delay by any Party in exercising any right shall not operate as a waiver of that right.

13. ENTIRE AGREEMENT

This Bond constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Bond is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

15. COUNTERPARTS; EXECUTION

This Bond may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

16. ACKNOWLEDGMENT

Each Party acknowledges that it has read this Bond, understands its terms, and that the persons executing this Bond on behalf of each Party are authorized to do so.

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