Fill and Sign the Indemnity Agreement 497331543 Form

Indemnity Agreement regarding Sale of Industrial Specialty Equipment Agreement made on the ________________ (date) , between __________________________ (Name of Indemnitor ) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________ (street address, city, state, zip code) , referred to herein as Indemnitor , and ________________________ (Name of Indemnitee ) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________ (street address, city, state, zip code) , referred to herein as Indemnitee . Whereas, Indemnitee has sold and sells Industrial Specialty Equipment (the Equipment) to Indemnitor described further as: (description of equipment) ______________________________________________________________________ _________________________________________________________________ ; and Whereas, Indemnitor's operation might contain some hazard to Indemnitor, its employees, agent, or third parties and this has been revealed to and discussed with Indemnitor; and Whereas, both Indemnitor and Indemnitee intend that Indemnitee, its officers, agents, and employees shall not be liable or in any way responsible for damage, loss or expense resulting to Indemnitor, its employees, agents, representatives, or third parties due to accidents, mishaps, or injuries, either to person or property, or of any nature to person or property, of any kind arising from any cause whatever arising from the installation or use of the Equipment, except such damage, loss, or expense arising from intentional misconduct of Indemnitee or its employees acting within the scope of their employment. Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Indemnification Indemnitor assumes the risk of all damage, loss, costs, and expense, and agrees to indemnify and hold harmless Indemnitee, its officers, agents, and employees from and against any and all liability, damage, loss, cost, and expense that may accrue to or be sustained by Indemnitee, its officers, agents, or employees on account of any claim, suit, or action made or brought against Indemnitee, its officers, agents, or employees, for the death of or injury to persons or destruction of property involving Indemnitor, its employees, agents, representatives and/or third parties, sustained in connection with the installation and/or use of the Equipment, arising from any cause whatever, except negligence and willful misconduct of Indemnitee or its employees acting within the scope of their employment. 2. Compliance with Laws Indemnitor agrees it will comply with and will cause its employees, agents, and representatives to comply with all the Indemnitee's safety rules and all rules, regulations, and standards of and issued pursuant to the applicable state and federal Occupational Safety and Health Act (OSHA) while installing or using the Equipment. 3. Waiver and Release Indemnitor waives all rights to make claim or file suit against Indemnitee for, and relieves Indemnitee from all liability or responsibility of any kind arising from, such damage, loss, cost, or expense; and the consideration received by Indemnitor pursuant to the purchase of said Equipment is complete satisfaction for all such damage, loss, or other expense previously or subsequently sustained. 4. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 5. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 6. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ____________. 7. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 8. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 9. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 10. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 11. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 12. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 13. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 14. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _________________________ ___________________________ (Name of Indemnitor ) (Name of Indemnitee ) By:____________________________ By:_______________________________ _________________________ __________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation _________________________ __________________________ (Signature of Officer) (Signature of Officer)