Indemnity Release Agreement

INDEMNITY RELEASE AGREEMENT

This Indemnity Release Agreement ("Agreement") is made and entered into as of Effective Date: by and between Indemnitor Name: (the "Indemnitor") and Releasee Name: (the "Releasee"). Indemnitor and Releasee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, an event or circumstance described as: occurred on or about Date of Incident: giving rise to certain claims and potential losses; and

WHEREAS, the Parties desire to resolve, settle and allocate risks associated with such event and to define their respective obligations with respect to claims, losses and liabilities arising out of or related to the event;

WHEREAS, the Parties intend by this Agreement to provide for the release and indemnification described below and to avoid protracted dispute and litigation.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claims" means any and all claims, demands, suits, actions, causes of action, investigations, losses, liabilities, damages, fines, judgments, settlements, costs and expenses (including court costs and reasonable attorneys' fees) asserted against or incurred by any Indemnified Party arising out of or in connection with the event described in the Recitals or any related facts, acts, omissions or transactions.

1.2 "Losses" means any monetary loss, damage, expense, cost, liability, settlement or judgment included within the scope of Claims.

1.3 "Indemnified Parties" means Releasee and its affiliates, shareholders, officers, directors, employees, agents, insurers and representatives, and any successor or assign of any of the foregoing.

2. RELEASE

2.1 To the fullest extent permitted by law, Indemnitor hereby irrevocably and unconditionally releases, waives and discharges the Indemnified Parties from any and all Claims and Losses, whether known or unknown, suspected or unsuspected, arising out of or related to the event described above through the Effective Date, provided that the release shall not operate to release any Claim based on the Indemnified Party's gross negligence or willful misconduct.

3. INDEMNITY

3.1 Indemnitor shall defend, indemnify and hold harmless the Indemnified Parties from and against any and all Claims and Losses to the extent such Claims or Losses are caused by, arise from, or relate to the event described in the Recitals or any act or omission of Indemnitor, its agents, employees or contractors, except to the extent finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of an Indemnified Party.

3.2 The obligations of Indemnitor under this Section include the obligation to pay all costs of investigation and defense, including reasonable attorneys' fees, court costs and expenses, incurred by the Indemnified Parties in connection with any indemnified Claim.

4. DEFENSE AND SETTLEMENT PROCEDURE

4.1 Promptly upon receipt by an Indemnified Party of notice of any Claim for which indemnification may be sought, such Indemnified Party shall give written notice to Indemnitor specifying the Claim in reasonable detail. Failure to give prompt notice shall not relieve Indemnitor from its obligations hereunder except to the extent Indemnitor is materially prejudiced by such failure.

4.2 Indemnitor shall have the right to assume and control the defense of such Claim with counsel of its choosing reasonably acceptable to the Indemnified Parties. An Indemnified Party may participate in the defense with counsel of its choice at its own cost, unless Indemnitor agrees in writing to pay such fees.

4.3 Indemnitor shall not settle any Claim in a manner that admits fault or liability on the part of an Indemnified Party or that imposes any obligation or restriction upon an Indemnified Party without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld.

5. SCOPE OF RELEASE AND INDEMNITY

5.1 The release and indemnity provided in this Agreement extend to all Claims and Losses whether arising in contract, tort (including negligence), strict liability, or under statute, and whether for compensatory, consequential, special or punitive damages, to the extent permitted by law, except as limited herein.

5.2 The Parties acknowledge and agree that indemnity obligations are separate and independent of any insurance obligations and survive termination of this Agreement.

6. INSURANCE

6.1 Indemnitor represents that, to the extent applicable, it maintains insurance coverage of the type and in the amounts set forth above and will maintain such coverage during the period necessary to satisfy its obligations under this Agreement.

7. LIMITATIONS; EXCEPTIONS

7.1 Notwithstanding any other provision of this Agreement, Indemnitor shall not be required to indemnify or release any Claim to the extent such Claim is finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of an Indemnified Party.

7.2 The Parties expressly acknowledge that this Agreement is not intended to release any criminal liability or any liability that cannot be released as a matter of applicable law.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

9. ATTORNEYS' FEES AND COSTS

9.1 In the event any party brings an action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and expenses from the non-prevailing party, in addition to any other relief awarded.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below or at such other address as either Party may specify in writing pursuant to this Section.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver by any Party of any breach shall be deemed a waiver of any subsequent breach.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be effective as originals.

16. SURVIVAL

The representations, warranties, covenants, indemnities and obligations set forth in this Agreement shall survive the execution and delivery of this Agreement and any termination hereof to the fullest extent necessary to effectuate their intent.

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